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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 June 30, 2000
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PH GROUP, INC.
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(Exact name of Small Business Issuer as specified in its charter)
Ohio Commission File No. 0-8115 31-0737351
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
2241 CityGate Drive, Columbus, Ohio 43219
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 416-7250
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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: 1,724,382 common shares, without par
value, outstanding as of August 2, 2000.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of the Company for the periods ended June 30, 2000 and
1999, are set forth at pages F-1 through F-4 attached hereto.
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS FOR THE PERIODS ENDED JUNE
30, 2000 AND 1999.
NOTE 1. BASIS OF FINANCIAL PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
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 1 of the Notes to financial statements in the Company's Form 10-KSB for
the fiscal year ended December 31, 1999.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments that are necessary for a fair presentation of the result
of operations and financial position for such periods. All such adjustments
reflected in the interim financial statements are considered to be of a normal
and recurring nature. The results of the operations for the six month periods
ended June 30, 2000 and 1999 are not necessarily indicative of the results to be
expected for the whole year. Accordingly, these financial statements should be
read in conjunction with the financial statements and notes thereto contained in
the Company's annual report on Form 10-KSB for fiscal year ended December 31,
1999.
NOTE 2. PER SHARE INFORMATION
The Company presents earnings per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Net
income per common share is computed based on the weighted average number of
common shares and common share equivalents (stock options) outstanding during
each period. Basic earnings per share excludes dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is
computed by dividing income available to common shareholders by the diluted
weighted average number of common shares outstanding during the period, which
includes the dilutive potential common shares associated with outstanding stock
options. There are no adjustments to net income necessary in the calculation of
basic and diluted earnings per share.
NOTE 3. LOSS FROM OPERATIONS
The Company had net income of approximately $19,000 in the first six months of
2000 after recognizing a net loss of $1,545,000 in 1999. Current liabilities
exceed current assets by approximately $1,915,000 at June 30, 2000 and the
Company has a shareholders' deficit of $21,515 at June 30, 2000. Should losses
continue to occur, the Company will continue to have difficulty satisfying
liabilities as they come due and, accordingly, may not be able to continue as a
going concern. Management continues to seek additional equity investors and
amendments to its existing bank agreements to provide the Company long-term debt
financing. Currently, the Company's two line of credit agreements with two banks
expire on September 21 and October 31, 2000 respectively. In view of these
matters, realization of a portion of the assets in the accompanying balance
sheet is dependent upon the Company's ability to meet its financing requirements
and the success of its future operations. Additionally, the Company seeks to
improve its margins in its manufacturing process and has implemented various
cost savings plans to reduce operating losses. Accordingly, management believes
the actions being taken to improve the Company's operating and
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financial requirements will enable the Company to return to profitable
operations, realize its assets and satisfy its liabilities in the normal course
of business.
NOTE 4. ACCOUNTING STANDARDS
The Securities and Exchange Commission published Staff Accounting Bulletin No.
101 (SAB 101), "Revenue Recognition in Financial Statements," SAB 101A and 101B
in December 1999, March 2000, and June 2000, respectively. These bulletins
summarize certain of the Commission's views in applying accounting principles
generally accepted in the United States of America to revenue recognition in
financial statements. The bulletins are effective no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. Management has
not yet completed its analysis of these bulletins and their impact on the
Company's financial statements and disclosures.
NOTE 5. BANK AGREEMENT
Currently, the Company's two line of credit agreements with two banks expire on
September 21 and October 31, 2000 respectively. One credit agreement is with a
bank to borrow up to $2,476,000, subject to certain borrowing base restrictions
which expired on May 31, 2000 but which has extended to October 31, 2000. All
borrowings under the bank line of credit are classified as a current liability.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
NET SALES
Net sales for the second quarter of 2000 totaled $3.4 million, a 14.9% decrease
from the same period in 1999. Hydraulic press sales increased 7.6% in the second
quarter 2000 compared with the second quarter 1999. Sales were impacted by the
reduced volume of injection molding machines shipped in the second quarter of
2000.
Orders for new equipment for the second quarter of 2000 were $3.4 million,
compared with $2.2 million in the same period of 1999. The Company is
experiencing substantial quoting activity in both hydraulic presses and
injection molding machines. Inquiries for hydraulic presses having a selling
price in excess of $300 thousand have increased due to the manufacturing
capability of its new building. The new building has a 30-ton crane and a
12-foot pit that allows the company to build presses that can be over 30 feet in
height. The Company's backlog of orders at the end of the second quarter of 2000
is $5.7 million, compared to $3.3 million in the same period of 1999.
GROSS MARGIN
Gross margins in the second quarter 2000 increased to 33.6% compared to 25.3%
for the same period in 1999. The improvement in margins is due to a number of
factors, including improved efficiencies due to increased electrical power, two
overhead cranes and better material flow. The Company has placed a concentrated
effort on reducing indirect labor and overtime premium costs by better labor
scheduling.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, General and Administrative ("SG & A") expenses for the second quarter
of 2000 were $929 thousand or 27.0% of net sales. This compares to the same
period in 1999 when SG&A expenses were $860 thousand or 21.2% of net sales. The
increase in sales commissions from $142 thousand to $204 thousand in the second
quarter of 2000 was the major increase. Legal and accounting fees have increased
$23 thousand in the second quarter of 2000 compared to the same period of 1999.
The Company's negotiation to conclude a settlement in the St. Lawrence
condemnation contributed the
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majority of the increase. Salary expenses decreased $37 thousand in the second
quarter of 2000 compared to the same period 1999. This is due primarily to
adjustments made in staffing and management salaries.
INTEREST EXPENSE
Interest expense in the second quarter 2000 was 19.8% higher, or $18 thousand
greater than the same period in 1999. Interest rate increases by the Fed and
continued reliance on debt to operate the business have led to the increase.
OTHER INCOME
The Company was granted a settlement award from Wayne County, Michigan in the
condemnation of the St. Lawrence facility. The Company expects to receive $150
thousand after legal fees and costs have been deducted. This net amount has been
recognized in the current period.
SIX MONTHS ENDED JUNE 30, 2000 AS COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
NET SALES
Net sales for the first six months of 2000 totaled $5.5 million, a 20.2%
decrease from the same period in 1999. A decline in sales of injection molding
machines has contributed most of the decrease.
New press orders increased 21.2% in the first six months of 2000 compared to the
same period of 1999. The increase in orders has been primarily in the larger
(generally in excess of $300 thousand per press) St. Lawrence Press product
line. A major reason for the increase in orders is the improved manufacturing
capability resulting from the new facility. The Company has received $2.6
million in orders that could not have been built at the previous facility.
GROSS MARGIN
Gross margin for the first six months of 2000 are 32.9%, compared to 26.5% in
the same period of 1999. Improved margins on the large presses (25% in 2000
versus 9% in 1999) are the primary reason for this increase.
The improved margins have many contributing factors, such as: reduced material
cost as a percent of sales, elimination of material handling cost due to the
installation of the new overhead crane, addition of a new senior manufacturing
executive, new quotation process procedures on complex presses. A project
manager is now assigned to all large press orders and those orders with customer
tooling requirements.
Total cost of labor has decreased in 2000, as improvements in labor scheduling
and material handling have been made.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, General and Administrative ("SG & A") expenses for the 2000 period have
increased $152 thousand or 9.7% over the comparable 1999 amount. Sales
Commissions increased $32 thousand in 2000. Sales Commissions year-to-date total
$283 thousand, which is 17.0% of total SG&A expense. This is primarily due to
higher sales generated by commissioned sales reps rather than the internal sales
force. Sales and marketing expenses increased $49 thousand in 2000. This
increase is primarily due to the Company's participation at two plastic
injection molding trade shows. As a direct result of these shows, the Company
sold three machines for a value of $200 thousand. Legal and accounting fees have
increased $32 thousand in the current period compared to 1999. The major reason
for this fee increase is negotiations with St. Lawrence Hydraulics, Inc. to
settle all liabilities between to the parties. Amortization and depreciation
expenses increased $17 thousand in 2000 compared to 1999. This is due primarily
to the recording of additional goodwill related to the acquisition of Vertech
Systems.
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As a percent of sales, SG&A represented 31.8% in the first six months of 2000
compared to 23.1% in the same period of 1999. The Company continues its effort
to keep SG&A costs at a minimal level to be able to optimize future business
opportunities.
INTEREST EXPENSE
Interest expense in the first six months of 2000 was 28.0% higher, or $45
thousand greater than the same period in 1999. Heavy reliance on debt to provide
working capital, and increases in the Fed interest rate has resulted in the
higher interest expense.
INCOME TAXES
For the six months ended June 30, 2000 no tax provision has been accrued,
compared to $10 thousand accrued 1999. The Company has available operating tax
loss carryforwards that are available to offset income taxes on future earnings.
These tax loss carryforwards expire in the year 2013.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for operating expenses and capital
expenditures. These cash requirements have historically been met through a
combination of cash flow from operations and bank lines of credit.
The Company is currently seeking investors to raise up to $1.0 million in
equity. The increased capitalization will be used to reduce bank debt and
provide working capital.
Cash used in operations in 2000 totaled $306 thousand. Major factors
contributing to this result was the net income of $19 thousand, increased
customer deposits of $445 thousand, and increased accounts payable $212
thousand. This was offset by increases in accounts receivable of $611 thousand,
inventory of $319 thousand, and decreased accrued expenses of $210 thousand.
Investing activities used $235 thousand of cash flow. This was for the capital
addition of a new 30-ton overhead crane system for the new building.
Financing activities provided $534 thousand of cash flow. This was primarily due
to draws on the lines of credit, and the proceeds from a business development
loan from the City of Columbus.
The Company has enlisted the services of a former investment banking executive
to act as interim CFO. He is tasked with locating and obtaining equity sources
that will enable the Company to fund its business plan, and also obtain a
long-term banking relationship for the Company.
In addition to the settlement award discussed in Other Income of Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
Company will receive a portion of the condemnation award granted to St. Lawrence
Hydraulics, Inc. by Wayne County, Michigan. Negotiations to buy back shares of
Company stock subject to put options, and to satisfy the remaining obligations
under the contingent earnout provision of the St. Lawrence acquisition agreement
are ongoing. The Company anticipates resolution of these matters in the third
quarter of 2000. The anticipated settlement, if concluded, will positively
impact the Company's financial position.
In addition the Company continues to seek cost reductions and revenue increases
to meet its working capital needs for the remainder of 2000.
REGARDING "FORWARD-LOOKING" STATEMENTS
The foregoing outlook contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that are based on current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from current expectations due to a number of
factors, including general economics; competitive factors and pricing pressures;
shifts in market demand; the performance and needs of industries served by the
Company's business; actual future costs of
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operating expenses such as material, wages and benefits; actual cost of
continuing investments in technology; the availability of capital to finance
possible growth; the ability of management to implement Company strategy of
acquisitions and process improvements; and the risks described from time to time
in the Company's SEC reports.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Currently, the Company's two line of credit agreements with two banks
expire on September 21 and October 31, 2000 respectively. One credit
agreement is with a bank to borrow up to $2,476,000, subject to certain
borrowing base restrictions which expired on May 31, 2000 but which has
extended to October 31, 2000. All borrowings under the bank line of
credit are classified as a current liability.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index
(b) Reports on Form 8-K: No reports on form 8-K were filed during the
quarter ended June 30, 2000.
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 10, 2000 By: /s/ Charles T. Sherman
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Charles T. Sherman
President
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EXHIBIT INDEX
Exhibit No Description Location
---------- ----------- --------
27 Financial Data Schedule Filed electronically
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*Incorporated herein by reference.
<PAGE> 8
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
2000 1999
JUNE 30 DEC. 31
ASSETS (UNAUDITED)
------ ----------- -----------
<S> <C> <C>
Current Assets
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Cash $ 2,135 $ 9,958
Accounts Receivable 2,536,279 1,925,504
Federal and State Income Tax Receivables 200,836 200,836
Inventories 2,713,823 2,394,389
Other Current Assets 145,875 139,701
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Total Current Assets 5,598,948 4,670,388
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Property and Equipment, at cost
-------------------------------
Office Equipment 859,705 964,897
Manufacturing Equipment 1,422,893 1,419,351
Leasehold Improvements 683,909 455,509
Vehicles 107,518 125,271
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3,074,025 2,965,028
Less: Accumulated Depreciation & Amortization (1,536,183) (1,525,002)
----------- -----------
Net Property and Equipment 1,537,842 1,440,026
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Other Non-Current Assets
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Land Held for Investment 20,570 20,570
Goodwill, net 1,084,746 1,106,792
Other Noncurrent Assets, Net 201,574 189,258
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Total Other Non-Current Assets 1,306,890 1,316,620
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TOTAL ASSETS $ 8,443,680 $ 7,427,034
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</TABLE>
See notes to the interim unaudited financial statements.
7
<PAGE> 9
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
2000 1999
JUNE 30 DEC. 31
LIABILITIES (UNAUDITED)
----------- ----------- -----------
<S> <C> <C>
Current Liabilities
-------------------
Accounts Payable $ 2,049,040 $ 1,837,364
Current Portion of Debt 3,612,099 3,280,226
Accrued Expenses 163,181 373,641
Customer Deposits 1,679,518 1,234,336
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Total Current Liabilities 7,503,838 6,725,567
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Noncurrent Liabilities
----------------------
Long-Term Debt (less current portion) 664,065 467,920
Deferred Compensation 9,792 17,083
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Total Noncurrent Liabilities 673,857 485,003
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Total Liabilities 8,177,695 7,210,570
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Common Stock Subject to Repurchase, 150,000
shares issued, 118,750 shares outstanding at
June 30, 2000; 93,750 at December 31, 1999 287,500 262,500
----------- -----------
Shareholders' Equity (Deficit)
------------------------------
Common Stock, with no par value, authorized 10,000,000
shares; issued and outstanding at stated value
(2000 - 1,605,632; 1999 - 1,593,345) 12,867 12,757
Additional Paid- In Capital 1,504,953 1,498,854
Treasury Stock, at cost (2000 - 1,750; 1999 - 1,500 shares) (2,079) (1,831)
Accumulated Deficit (1,537,256) (1,555,816)
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Total Shareholders' Equity (Deficit) (21,515) (46,036)
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TOTAL LIABILITIES AND EQUITY $ 8,443,680 $ 7,427,034
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</TABLE>
See notes to the interim unaudited financial statements.
<PAGE> 10
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 3,444,466 $ 4,049,558 $ 5,488,206 $ 6,881,511
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Cost of Goods Sold 2,288,490 3,023,591 3,685,271 5,054,802
----------- ----------- ----------- -----------
Gross Margin 1,155,976 1,025,967 1,802,935 1,826,709
Selling, General and
and Administrative Expense 929,072 859,561 1,743,818 1,591,512
----------- ----------- ----------- -----------
Income From Operations 226,904 166,406 59,117 235,197
----------- ----------- ----------- -----------
Other Income (Expense)
Interest Expense (106,768) (89,117) (207,789) (162,395)
Other, Net 161,183 17,677 167,229 22,405
----------- ----------- ----------- -----------
Total Other Income (Expense) 54,415 (71,440) (40,560) (139,990)
----------- ----------- ----------- -----------
Income Before Income Taxes 281,319 94,966 18,557 95,207
Provision for Taxes - 10,000 0 10,000
----------- ----------- ----------- -----------
NET INCOME $ 281,319 $ 84,966 $ 18,557 $ 85,207
---------- =========== =========== =========== ===========
NET INCOME PER SHARE:
Basic Earnings per Share $ 0.18 $ 0.05 $ 0.01 $ 0.05
=========== =========== =========== ===========
Diluted Earnings per Share $ 0.17 $ 0.05 $ 0.01 $ 0.05
=========== =========== =========== ===========
Weighted Average Shares Outstanding
Basic 1,603,712 1,599,172 1,601,702 1,562,636
Diluted 2,000,175 1,721,523 2,034,651 1,684,555
</TABLE>
See notes to the interim unaudited financial statements.
<PAGE> 11
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
2000 1999
----------- -----------
<S> <C> <C>
Cash Flow From Operating Activities
Net Income $ 18,557 $ 85,207
Adjustments to Reconcile Net Income to
Net Cash Provided:
Depreciation and Amortization 200,830 198,627
(Gain)Loss on Sale of Property and Equipment (3,895) 4,536
Changes in Assets and Liabilities Affecting Cash Flows from
Operating Activities, Exclusive of Acquisitions:
Accounts Receivable (610,775) 982,678
Inventory (319,434) 1,361,885
Other Current Assets (6,174) (240,167)
Other Non Current Assets (24,786) (111,383)
Accounts Payable 211,676 (210,692)
Income Taxes - 79,932
Accrued Expenses (210,460) (165,455)
Customer Deposits 445,182 (562,662)
Deferred Compensation (7,291) 3,456
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Net Cash (Used) Provided By Operating Activities (306,570) 1,425,962
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Cash Flows from Investing Activities
Proceeds from Sale of Assets 200 425
Acquisition of Vertech Systems, Inc. (160,527)
Capital Expenditures for Property and Equipment (235,432) (27,854)
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Net Cash Used In Investing Activities (235,232) (187,956)
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Cash Flows from Financing Activities
Payments of Debt Obligations (206,982) (4,329,045)
Proceeds from Debt Obligations 735,000 3,100,000
Proceeds from issuance of Common Stock 5,961 4,221
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Net Cash Provided by (Used In) Financing Activities 533,979 (1,224,824)
----------- -----------
Net Increase in Cash (7,823) 13,182
Cash, Beginning of Period 9,958 5,862
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CASH, END OF PERIOD $ 2,135 $ 19,044
------------------- =========== ===========
</TABLE>
PH Group Inc. paid $ 207,789 in cash for interest in 2000 and $157,295 in
1999.
PH Group, Inc. paid $ -0- in cash for income tax expenses in 2000 and $2,800 in
1999.
See notes to the interim unaudited financial statements.
