<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------------
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 JUNE 30, 1998
- --------------------------------------------
PH GROUP, INC.
--------------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Ohio Commission File No. 0-8115 31-0737351
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 279-8877
--------------
Not Applicable
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(Former name or former address, if changed since last report.)
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: 1,591,081 common shares, without par
value, outstanding as of June 30, 1998.
<PAGE> 2
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 1997 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 six month period
ended June 30, 1998 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 June 30, 1998 and December 31, 1997 were
as follows.
<TABLE>
<CAPTION>
June 30, 1998 Dec. 31, 1997
------------- -------------
<S> <C> <C>
Raw Materials $ 415,052 $ 386,377
Work In Process 2,565,808 2,403,795
Finished Goods 0 0
------------- -------------
Inventory included
in Current Assets $ 2,980,860 $ 2,790,172
------------- -------------
</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.
Note 3. Comprehensive Income
- ----------------------------
PH Group, Inc. adopted Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income". Comprehensive income is a measurement of
all changes in stockholders' equity that result from transactions and other
economic events other than transactions with stockholders. PH Group, Inc. does
not have any items of comprehensive income other than net income; therefore,
total comprehensive income amounted to $11,239 and $208,707 for the three months
ended June 30, 1998 and 1997, respectively; total comprehensive income amounted
to $144,874 and $279,688 for the six months ended June 30, 1998 and 1997,
respectively.
<PAGE> 3
Note 4. Earnings per Common Share
- ---------------------------------
PH Group, Inc. presents earnings per common share in accordance with SFAS No.
128, "Earnings per Share." Under SFAS No. 128, basic earnings per common share
are computed based on the weighted average number of common shares outstanding
during the period, adjusted for the redeemable common shares. Diluted earnings
per common share are computed similarly but include the effect of the exercise
of stock options under the treasury stock method. In calculating net income per
share for the three and six months ended June 30, 1998, weighted average shares
increased for the computation of diluted income per share by 241,992 due to the
effect of stock options; this effect reduced net income per share by $nil and
$.01 for the three and six months ended June 30, 1998, respectively. In
calculating net income per share for the three and six months ended June 30,
1997, weighted average shares increased for the computation of diluted income
per share by 165,594 due to the effect of stock options; this effect reduced net
income per share by $.02 and $.02 for the three and six months ended June
30,1997, respectively, due to the effect of stock options, which had no
appreciable effect on net income per share.
Note 5. Recently Issued Financial Accounting Standards
- ------------------------------------------------------
In June 1997, the Financial Accounting Standard Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information" which
requires adoption in 1998. SFAS No. 131 requires companies to report financial
and descriptive information about its reportable operating segments. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. The Company has not yet determined what,
if any, impact the adoption of this Statement will have on its financial
statements.
<PAGE> 4
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
RESULTS OF OPERATIONS
3 MONTHS ENDED JUNE 30, 1998
SALES
The Company experienced mixed results for the second quarter. Second quarter
revenues increased by 4 percent to $3.2 million. The revenue increases are a
result of beginning the year with a $7.1 million backlog and an increase in
orders for small hydraulic presses late in the first quarter of 1998.
GROSS MARGIN
The Company's gross margins have decreased from 33 percent for the three months
in 1997 to 28 percent for the same period in 1998. The major reason for the
decline in the second quarter was that the Company incurred higher than
projected manufacturing costs related to special press quotes in 1997 that
turned into orders and shipped in 1998.
SG&A
Salary, General and Administrative costs (SG&A) have increased by 14 percent for
the quarter in 1998 over the same period in 1997. St. Lawrence Press expenses
account for a major portion of this increase. The Company expects to
significantly reduce its SG&A costs as a percent of sales when it completes the
closure of its Romulus plant and moves all operation to Columbus.
INTEREST EXPENSE
In the second quarter interest expense decreased 19% versus the same period in
1997. Improved cash flow allowed us to rely less on the line of credit to
finance daily working capital.
SIX MONTHS 1998 COMPARED TO 1997
SALES
Revenues for the first six months of 1998 totaled $7.4 million, a 37.6 percent
increase over the same period in 1997. These revenues generated operating income
of $.3 million, which is a 17 percent decrease from the same period in 1997.
Income before taxes decreased 26.5 percent to $.2 million.
GROSS MARGIN
Gross Margin in 1998 has been adversely affected by the shipment of highly
specialized presses. The presses had new technology and were unique to a given
customer specification. Material cost for the period was 49.3 percent of sales
compared to 47.8 percent for all of 1997. Sales projections were significantly
under the actual material, labor and engineering required to meet customer
specifications. This shortfall was primarily associated with two large orders
that comprised 21.5 percent of the six month shipments.
Labor as a percent of sales improved to 9.0 percent versus 10.2 percent in 1997.
The decision to move the St. Lawrence operation to Columbus has resulted in the
loss of shop personnel at the Romulus facility. Staffing has been covered with
lower paid personnel from Columbus. Although this has resulted in reduced labor
costs, no real savings have occurred as travel expense increases have made up
for any difference in labor rates.
<PAGE> 5
SG&A
Salary, General and Administrative costs rose considerably ($1.6 million versus
$1.3 million) in 1997.
As a percent of sales, SG&A represented 22.2 percent in 1998 compared to 23.6
percent in 1997. With the consolidation of the Romulus facility, salary expense
will decrease in the second half of the year due to the elimination of duplicate
position at the two facilities.
Professional services for the first six months of 1998 were $149,000 versus
$142,000 for the same period in 1997. Management believes many of the charges
will not be duplicated in the second half of the year. The Company seeks to keep
SG&A costs at a minimal level to be able to optimize future business
opportunities.
INTEREST EXPENSE
Interest expense for the first six months of 1998 is 48.7 percent greater than
the same period in 1997 primarily due to the debt of acquiring St. Lawrence
Press. Additionally, the manufacture of St. Lawrence presses requires
significantly larger manufacturing processes which increases the amount of time
that it takes the Company to convert the order to cash.
LIQUIDITY AND CAPITAL RESOURCES
Net worth increased in the period by $253,000 to $2,037,000. This is an increase
of 14 percent compared to 1997. Working capital increased to $417,000 or 5.4
percent of total assets. For the year ended 1997, working capital stood at
$169,000 which was 2.0 percent of total assets. Inventories increased from 1997
year end levels by $191,000 to $3,020,000. This increase is the result of longer
production cycles on specialized machines. The inventory build-up is financed by
drawing on the line of credit. The outstanding balance has increased 323 percent
to $1,934,000. This had increased interest expense for the period. The accounts
receivable balance has decreased by $665,000 in the period as longer production
times result in lengthy billing cycles.
The Company is reducing its reliance on special machines by introducing standard
presses for both its hydraulic presses and injection molding machines. The
Company, for the first time, has completed pricing matrices for its hydraulic
presses. These matrices will allow for standard pricing and in-field quoting.
Standard pricing is also being completed for the company's injection molding
machines.
It is anticipated a portion of the relocation expense associated with the
closing of St. Lawrence will be reimbursed to the Company because the site is
under condemnation by an eminent domain order.
INCOME TAXES
For the six months ended June 30,1998 income tax expense is 27% greater than the
same period in 1997. For the current year, we are accruing taxes based on the
1997 effective tax rate.
NET INCOME
Net income for the first six months was $145,000 while non-cash expenses were
$202,000 generating cash flow of $347,000. Property, plant and equipment (net of
depreciation) decreased by $20,000 in the first six months of the year.
On July 2, 1998, the Company signed a new credit agreement with its bank. The
Company increased its line of credit to $3,500,000. the Company also entered
into a term loan of
<PAGE> 6
$1,200,000. In the negotiation of both the line of credit and term loan, the
company was able to significantly reduce its interest rate.
The Company has signed a letter of intent to acquire certain assets and
liabilities of a company that manufactures injection molding machines, and has
begun the process of due diligence. The outcome of this acquisition is unknown
at this time.
YEAR 2000 COMPLIANCE
The Company is reviewing its computer system and programs to ensure that they
will function properly and be Year 2000 compliant. The company has upgraded or
replaced most existing systems. The Company presently is upgrading or modifying
existing software and will convert to new software as necessary. The Company
does not believe Year 2000 will present a significant operational problem for
the computer system. The Company does not expect the cost of the efforts to be
material to the financial position or results of operation of any subsequent
year.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
(a) As discussed in the Company's Proxy Statement for the 1998 Annual Meeting of
Shareholders, any qualified shareholder of the Company who intends to submit a
proposal to the Company at the 1999 Annual Meeting of Shareholders (the "1999
Annual Meeting") must submit such proposal to the Company not later than
December 10, 1998 to be considered for inclusion in the Company's Proxy
Statement and form of Proxy (the "Proxy Materials") relating to that meeting. If
a shareholder intends to present a proposal at the 1999 Annual Meeting of
Shareholders, but has not sought the inclusion of such proposal in the Company's
Proxy Materials, such proposal must be received by the Company prior to February
23, 1999 or the Company's management proxies for the 1999 Annual Meeting will be
entitled to use their discretionary voting authority should such proposal then
be raised, without any discussion of the matter in the Company's Proxy
Materials.
ITEM 6. EXHIBITS AND REPORTS
(27) Financial Data Schedule (filed electronically)
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: AUGUST 13, 1998 BY: /s/ CHARLES T. SHERMAN
---------------------- ----------------------
CHARLES T. SHERMAN
PRESIDENT
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page #
-------------- ----------- ------
<S> <C> <C> <C>
27 Financial Data Schedule Filed electronically
</TABLE>
<PAGE> 8
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30
1998 DEC. 31
ASSETS (UNAUDITED) 1997
-------------- --------------
Current Assets
- --------------
<S> <C> <C>
Cash $ 16,800 $ 7,789
Accounts Receivable 2,180,841 2,834,678
Inventories 2,980,860 2,790,172
Deferred Income Taxes 150,500 150,500
Other Current Assets 176,906 193,798
-------------- --------------
Total Current Assets 5,505,907 5,976,937
-------------- --------------
Property and Equipment, at cost
Office Equipment 655,578 621,933
Manufacturing Equipment 1,100,203 1,053,198
Leasehold Improvements 281,822 265,564
Vehicles 166,180 166,180
-------------- --------------
2,203,783 2,106,875
Less: Accumulated Depreciation & Amortization (1,228,392) (1,112,086)
-------------- --------------
Net Property and Equipment 975,391 994,789
-------------- --------------
Other Non-Current Assets
- ------------------------
Inventory, Longterm Portion 39,000 39,000
Land Held for Investment 169,720 169,720
Goodwill, net 746,795 785,899
Deferred Income Taxes 50,100 50,100
Other Noncurrent Assets 214,135 278,132
-------------- --------------
Total Other Non-Current Assets 1,219,750 1,322,851
-------------- --------------
TOTAL ASSETS $ 7,701,048 $ 8,294,577
======================== ============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 9
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30
1998 DEC. 31
LIABILITIES (UNAUDITED) 1997
- ----------- ----------- -----------
<S> <C> <C>
Accounts Payable $ 1,886,109 $ 1,950,925
Bank Line of Credit 1,934,349 457,049
Current Portion of Long-Term Debt 592,725 750,658
Current Portion of Capital Lease Oblig. 20,453 19,175
Income Taxes Payable - 422,626
Accrued Expenses and Taxes 158,079 485,635
Advance Billings 496,363 1,722,235
----------- -----------
Total Current Liabilities 5,088,078 5,808,303
----------- -----------
Noncurrent Liabilities, all less Current Portions:
Long-Term Debt 281,883 353,070
Capital Lease Obligations 13,208 23,765
Deferred Compensation 17,916 12,916
----------- -----------
Total Noncurrent Liabilities 313,007 389,751
----------- -----------
Total Liabilities 5,401,085 6,198,054
----------- -----------
Redeemable Common Stock 262,500 312,500
----------- -----------
Shareholders' Equity
- --------------------
Common Stock, with no par value, authorized
10,000,000 shares; issued and outstanding 1,591,081
at stated value 12,168 11,350
Additional Paid- In Capital 1,400,414 1,292,051
Retained Earnings 625,351 480,622
Treasury Stock (470) -
----------- -----------
Total Shareholders' Equity 2,037,463 1,784,023
TOTAL LIABILITIES AND EQUITY $ 7,701,048 $ 8,294,577
- ---------------------------- =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 10
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30 JUNE 30 JUNE 30
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 3,185,492 $ 3,069,482 $ 7,386,020 $ 5,367,190
- ---------
Cost of Goods Sold 2,304,021 2,062,056 5,420,615 3,703,552
------------ ------------ ------------ ------------
Gross Margin 881,471 1,007,426 1,965,405 1,663,638
Selling, General and
and Administrative Expense 836,932 735,182 1,636,300 1,268,008
------------ ------------ ------------ ------------
Operating Income 44,539 272,244 329,105 395,630
------------ ------------ ------------ ------------
Other Income (Expense)
Interest Income 845 2,187 4,262 2,605
Interest(Expense) (34,569) (42,639) (112,937) (75,941)
Other (7,576) 9,915 (10,556) 8,394
------------ ------------ ------------ ------------
Total Other Income (Expense) (41,300) (30,537) (119,231) (64,942)
------------ ------------ ------------ ------------
Income Before Income Taxes 3,239 241,707 209,874 330,688
Provision for Taxes (8,000) 33,000 65,000 51,000
------------ ------------ ------------ ------------
NET INCOME $ 11,239 $ 208,707 $ 144,874 $ 279,688
- ---------- ============ ============ ============ ============
NET INCOME PER SHARE:
Basic $ 0.01 $ 0.15 $ 0.10 $ 0.20
============ ============ ============ ============
Diluted $ 0.01 $ 0.13 $ 0.09 $ 0.18
============ ============ ============ ============
Weighted Average Common Shares
Outstanding(1)
Basic 1,462,260 1,413,150 1,462,260 1,413,150
============ ============ ============ ============
Diluted 1,704,252 1,578,744 1,704,252 1,578,744
============ ============ ============ ============
</TABLE>
(1) Adjusted for stock split January 2, 1998
The accompanying notes are an integral part of the financial statements.
<PAGE> 11
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
CONSOLIDATED CASHFLOW STATEMENT
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30 JUNE 30
1998 1997
-------------- --------------
<S> <C> <C>
Cash Flow From Operating Activities
Net Income $ 144,874 $ 279,688
Adjustments to Reconcile Net Income to Net Cash
Depreciation and Amortization 143,188 123,970
Loss (Gain) on Sale of Property and Equipment 11,485 (11,115)
Changes in Certain Assets and Liabilities
Decrease (Increase) in Accounts Receivable 653,837 (1,364,180)
Decrease (Increase) in Inventory (190,688) (2,181,895)
Decrease (Increase) in Other Current Assets 16,892 (139,987)
Decrease (Increase) in Other Non Current Assets 63,997 (22,357)
Increase (Decrease) in Accounts Payable (64,816) 1,400,342
Increase (Decrease) in Income Taxes Payable (422,626) (16,845)
Increase (Decrease) in Deferred Income Taxes - -
Increase (Decrease) in Deferred Compensation 5,000 7,639
Increase (Decrease) in Accrued Exp and Taxes (327,556) (148,052)
Increase (Decrease) in Advanced Billings (1,225,872) 138,683
-------------- --------------
Net Cash Provided By Operating Activities (1,192,285) (1,934,109)
- ----------------------------------------- -------------- --------------
Cash Flows from Investing Activities
Proceeds from Sale of Equipment 5,000 148,436
Capital Expenditures for Property and Equipment (140,420) (158,031)
(Increase) Decrease in Other Long Term Assets 39,104 -
(Increase) Decrease in Other Investments - (450)
-------------- --------------
Net Cash Used In Investing Activities (96,316) (10,045)
- ------------------------------------- -------------- --------------
Cash Flows from Financing Activities
Principal Payments of Debt Obligations (238,399) (78,727)
Change in Line of Credit, net 1,477,300 1,318,700
Proceeds from Notes Payable - 600,000
Proceeds from issuance of Common Stock 58,711 20,000
-------------- --------------
Net Cash Used In Financing Activities 1,297,612 1,859,973
- ------------------------------------- -------------- --------------
Net (Decrease) in Cash 9,011 (84,181)
Cash, Beginning of Period 7,789 116,449
-------------- --------------
CASH, END OF PERIOD $ 16,800 $ 32,268
- ------------------- ============== ==============
<FN>
PH Group, Inc. paid $99,603 in cash for interest expense in 1998 and $72,513 in 1997.
PH Group, Inc. paid $529,740 in cash for income tax expenses in 1998 and $76,095 in 1997.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 16,800
<SECURITIES> 0
<RECEIVABLES> 2,180,841
<ALLOWANCES> 0
<INVENTORY> 3,019,860
<CURRENT-ASSETS> 5,505,907
<PP&E> 2,203,783
<DEPRECIATION> (1,228,392)
<TOTAL-ASSETS> 7,701,048
<CURRENT-LIABILITIES> 5,088,078
<BONDS> 295,091
0
0
<COMMON> 12,168
<OTHER-SE> 2,025,295
<TOTAL-LIABILITY-AND-EQUITY> 7,701,048
<SALES> 7,386,020
<TOTAL-REVENUES> 7,386,020
<CGS> 5,420,615
<TOTAL-COSTS> 5,420,615
<OTHER-EXPENSES> 10,556
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 112,937
<INCOME-PRETAX> 209,874
<INCOME-TAX> 65,000
<INCOME-CONTINUING> 144,874
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144,874
<EPS-PRIMARY> .10
<EPS-DILUTED> .09
</TABLE>
