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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 March 31, 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 NO X (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, and related notes dated March 31, 2000,
are set forth at pages F-1 through F-4 attached hereto.
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS.
NOTE 1. BASIS OF FINANCIAL PRESENTATION
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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 which 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
three-month periods ended March 31, 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 (loss) 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 (loss) per
share is computed by dividing income (loss) 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 (loss) per share.
NOTE 3. LOSS FROM OPERATIONS
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The Company incurred net losses of approximately $263,000 in the first quarter
of 2000 and $1,545,000 in 1999. In addition, current liabilities exceed current
assets by approximately $2,020,000 at March 31, 2000 and the Company has a
shareholders' deficit of $308,893 at March 31, 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 financial requirements will
enable the Company to return to profitable operations, realize its assets and
satisfy its liabilities in the normal course of business.
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NOTE 4. BANK AGREEMENT
----------------------
The Company has a line of credit agreement with a bank to borrow up to
$2,476,000, subject to certain borrowing base restrictions, expiring on October
31, 2000. At March 31, 2000, both parties had not signed the extension
agreement. All borrowings under bank lines of credit totaling $2,680,000 at
March 31, 2000 are classified as a current liability.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
1999
NET SALES
Net sales for the first quarter of 2000 totaled $2.0 million, a 27.8% decrease
from the same period in 1999. Hydraulic press sales accounted for $1.8 million
in the first quarter 2000. Injection molding equipment sold in the period
totaling $69 thousand consisted of the new Vertech product line. Customer delays
in site preparation caused the shipment of a $1.5 million order to be deferred
into the Second Quarter of 2000. Recognition of this sale in the first quarter
would have favorably impacted the quarter's results.
New machinery orders decreased 17.3% in the first quarter of 2000 compared to
the first quarter 1999. The backlog at the end of the first quarter 2000 is
$6,373,000, compared to $4,394,000 at the end of the first quarter 1999.
GROSS MARGIN
Gross margins in the first quarter 2000 are 31.7% of sales, compared with 28.3%
in the same period of 1999. Most of this improvement is the result of operating
efficiencies developed in the Company's new manufacturing facility. The building
permits construction of all product lines under one roof. The installation of
the new overhead crane will provide additional benefits as contracted material
handling will no longer be required.
Labor as a percent of net sales increased to 11.5% in the period, versus 10.7%
in the first quarter 1999. Labor dollars spent in the quarter has decreased by
22.4% compared to the first quarter 1999. This was offset by reduced sales in
the period.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, General and Administrative ("SG & A") expenses for the first quarter of
2000 have increased $83,000 or 11.3% over the comparable 1999 amount. Salary
costs have increased $29,000. This is primarily due to the addition of
engineering staff as the result of the Vertech acquisition. Non-cash expenses
have increased $16,000 due to the amortization of Vertech acquisition expenses.
Selling expenses have increased $38,000. This includes increased expenditures on
marketing and product promotion.
As a percent of net sales, SG&A represented 39.9% in the first quarter 2000
compared to 25.8% in the first quarter 1999.
INTEREST EXPENSE
Interest expense in the first quarter 2000 was 37.9% as a percent of sales, or
$28,000 greater than the same period in 1999. Heavy reliance on available
sources of debt, coupled with interest rate increases by the Fed have
contributed to the increase.
INCOME TAXES
For the period ended March 31, 2000 and 1999, no tax provision has been accrued
due to the net loss for the periods, and available loss carry forwards.
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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.
Cash used in operations in the first quarter of 2000 totaled $367,000. Major
factors contributing to this result was the net loss of $263,000 and increased
inventory of $589,000. An increase in customer deposits of $421,000 and a
decrease in accounts receivable of $125,000 reduced the cash used. The delay in
shipping a $1.5 million order in the quarter had a major impact on both accounts
receivable and inventory.
Financing activities provided $424,000 of cash flow. This was primarily draws on
the line of credit, and the proceeds from a business development loan of
$200,000 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.
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 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
On March 28, 2000, 25,000 shares of PH Group Inc. common stock were
issued as part of the restructure of the purchase agreement in the
acquisition of Vertech Systems, LLC. The 25,000 shares are restricted
for two years, and have a put price of $1 per share. The market price
at the date of the transaction was $.88 per share.
Item 3. Defaults Upon Senior Securities
The Company has a line of credit agreement with a bank to borrow up to
$2,476,000, subject to certain borrowing base restrictions. This is an
extension agreement expiring on October 31, 2000. At March 31, 2000,
both parties had not signed the extension agreement. All borrowings
under bank lines of credit totaling $2,680,000 at March 31, 2000 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
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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 March 31, 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 8, 2000 By: \s\ Charles T. Sherman
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Charles T. Sherman
President
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EXHIBIT INDEX
Exhibit No Description Location
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27 Financial Data Schedule Filed electronically
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*Incorporated herein by reference.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP INC.
BALANCE SHEETS
<CAPTION>
2000 1999
MARCH 31 DEC. 31
ASSETS (UNAUDITED)
------ ----------- -----------
<S> <C> <C>
Current Assets
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Cash $ 65,532 $ 9,958
Accounts Receivable $ 1,800,019 $ 1,925,504
Federal and State Income Tax Receivables $ 200,836 $ 200,836
Inventories $ 2,983,846 $ 2,394,389
Other Current Assets $ 40,440 $ 139,701
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Total Current Assets $ 5,090,673 $ 4,670,388
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Property and Equipment, at cost
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Office Equipment $ 865,182 $ 964,897
Manufacturing Equipment $ 1,419,351 $ 1,419,351
Leasehold Improvements $ 455,509 $ 455,509
Vehicles $ 107,518 $ 125,271
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$ 2,847,560 $ 2,965,028
Less: Accumulated Depreciation & Amortization ($1,470,164) ($1,525,002)
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Net Property and Equipment $ 1,377,396 $ 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 $ 1,105,899 $ 1,106,792
Other Noncurrent Assets, Net $ 214,187 $ 189,258
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Total Other Non-Current Assets $ 1,340,656 $ 1,316,620
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TOTAL ASSETS $ 7,808,725 $ 7,427,034
============ =========== ===========
</TABLE>
See notes to the interim unaudited financial statements.
1
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP INC.
BALANCE SHEETS
<CAPTION>
2000 1999
MARCH 31 DEC. 31
LIABILITIES (UNAUDITED)
----------- ----------- -----------
<S> <C> <C>
Current Liabilities
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Accounts Payable $ 1,734,663 $ 1,837,364
Current Portion of Debt $ 3,486,259 $ 3,280,226
Accrued Expenses $ 234,790 $ 373,641
Customer Deposits $ 1,655,301 $ 1,234,336
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Total Current Liabilities $ 7,111,013 $ 6,725,567
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Noncurrent Liabilities
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Long-Term Debt (less current portion) $ 700,772 $ 467,920
Deferred Compensation $ 18,333 $ 17,083
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Total Noncurrent Liabilities $ 719,105 $ 485,003
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Total Liabilities $ 7,830,118 $ 7,210,570
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Common Stock Subject To Repurchase, 150,000
shares issued, 118,750 shares outstanding at
March 31, 2000; 93,750 at December 31, 1999 $ 287,500 $ 262,500
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Shareholders' Equity(Deficit)
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Common Stock, with no par value, authorized 10,000,000
shares; issued and outstanding at stated value
(2000 - 1,602,456; 1999 - 1,593,345) $ 12,767 $ 12,757
Additional Paid- In Capital $ 1,498,994 $ 1,498,854
Treasury Stock, at cost (2000 - 1,750; 1999 - 1,500 shares) ($ 2,079) ($ 1,831)
Accumulated Deficit ($1,818,575) ($1,555,816)
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Total Shareholders' Equity(Deficit) ($ 308,893) ($ 46,036)
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TOTAL LIABILITIES AND SHAREHOLERS' DEFICIT $ 7,808,725 $ 7,427,034
========================================== =========== ===========
</TABLE>
See notes to the interim unaudited financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED MARCH 31
2000 1999
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<S> <C> <C>
NET SALES $2,043,740 $2,831,953
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Cost of Goods Sold $1,396,781 $2,031,211
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Gross Margin $ 646,959 $ 800,742
Selling, General and
and Administrative Expense $ 814,746 $ 731,951
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Income(Loss) From Operations ($ 167,787) $ 68,791
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Other Income (Expense)
Interest Expense ($ 101,021) ($ 73,278)
Other, net $ 6,046 $ 4,728
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Total Other (Expense) ($ 94,975) ($ 68,550)
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Income(Loss) Before Income Taxes ($ 262,762) $ 241
Provision for Income Taxes $ 0 $ 0
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NET INCOME(LOSS) $ (262,762) $ 241
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NET INCOME (LOSS) PER COMMON SHARE
Basic and Diluted Earnings(Loss) per Share $ (0.16) $ 0.00
========== ==========
Weighted Average Shares Outstanding
Basic 1,599,692 1,525,694
Diluted 1,599,692 1,525,694
</TABLE>
See notes to the interim unaudited financial statements.
3
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED MARCH 31
2000 1999
--------- -----------
<S> <C> <C>
Cash Flow From Operating Activities
Net Income(Loss) $(262,762) $ 241
Adjustments to Reconcile Net Income to
Net Cash Provided:
Depreciation and Amortization $ 98,822 $ 96,607
(Gain)Loss on Sale of Property and Equipment $ (741)
Changes in Assets and Liabilities Affecting Cash
Flows from Operating Activities:
Accounts Receivable $ 125,485 $ 1,299,236
Inventory $(589,457) $ (252,830)
Other Current Assets $ 99,261 $ (70,960)
Other Non Current Assets $ (33,042) $ (618)
Accounts Payable $(102,701) $ (142,695)
Income Taxes $ 0 $ 70,732
Accrued Expenses $(138,851) $ (46,444)
Customer Deposits $ 420,965 $ (110,664)
Deferred Compensation $ 1,250 $ 2,206
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Net Cash (Used) Provided By Operating Activities $(381,771) $ 844,811
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Cash Flows from Investing Activities
Capital Expenditures for Property and Equipment $ (1,590) $ (29,171)
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Net Cash Used In Investing Activities $ (1,590) $ (29,171)
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Cash Flows from Financing Activities
Payments of Debt Obligations $(171,215) $(2,522,801)
Proceeds from Debt Obligations $ 610,000 $ 1,695,000
Proceeds from issuance of Common Stock $ 150 $ 9,403
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Net Cash Provided by (Used In) Financing Activities $ 438,935 $ (818,398)
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Net Increase (Decrease) in Cash $ 55,574 $ (2,758)
Cash, Beginning of Period $ 9,958 $ 5,862
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CASH, END OF PERIOD $ 65,532 $ 3,104
------------------- ========= ===========
</TABLE>
PH Group Inc. paid $ 101,021 in cash for interest in the first quarter 2000 and
$73,278 in 1999.
See notes to the interim unaudited financial statements.
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