<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, 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: 1,758,477 common shares, without par
value, outstanding as of October 31, 2000.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of the Company for the periods ended September 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
SEPTEMBER 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 nine month periods
ended September 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 a net loss of approximately $406,000 in the first nine months of
2000 after recognizing a net loss of $1,545,000 in 1999. Current liabilities
exceed current assets by approximately $2,315,000 at September 30, 2000 and the
Company has a shareholders' deficit of $444,183 at September 30, 2000.
Currently, the Company's two line of credit agreements with two banks expire on
January 21 and January 31, 2001 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. The Company has improved its gross profit
margin by 2% over the first nine months of 2000 compared to the same period in
1999. Based on the improved margin and scheduled shipments for the fourth
quarter, the Company anticipates a return to profitable operations by the end of
the year.
<PAGE> 3
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
does not believe that the implementation of these bulletins will have an impact
on the Company's financial statements and disclosures.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". In June 2000, the FASB issued SFAS No. 138,
which amends certain provisions of SFAS 133 to clarify four areas causing
difficulties in implementation. The amendment included expanding the normal
purchase and sale exemption for supply contracts, permitting the offsetting of
certain intercompany foreign currency derivatives and thus reducing the number
of third party derivatives, permitting hedges accounting for foreign-currency
denominated assets and liabilities, and redefining interest rate risk to reduce
sources of ineffectiveness. We have appointed a team to implement SFAS 133 for
the Company. This team has been implementing an SFAS 133 compliant risk
management information system, educating both financial and non-financial
personnel, inventorying embedded derivatives and addressing various other SFAS
133 related issues. We will adopt SFAS 133 and the corresponding amendments
under SFAS 138 on January 1, 2001.
SFAS 133 as amended by SFAS 138, is not expected to have a material impact on
our results of operations, financial position or cash flow.
NOTE 5. BANK AGREEMENT
----------------------
Currently, the Company's two line of credit agreements with two banks expire on
January 21 and January 31, 2001 respectively. One credit agreement is with a
bank to borrow with no restrictions up to $500,000 on a revolving basis,
expiring on January 21, 2001. The other agreement is with a bank to borrow up to
$2,476,000, subject to certain borrowing base restrictions which expired on
October 31, 2000 but which was extended to January 31, 2001. All borrowings
under the bank lines of credit are classified as a current liability.
NOTE 6. ACQUISITION
-------------------
Management has signed a letter of intent with Royal Precision, Inc. for the
acquisition of the Company. Under the terms of the transaction, PH Group
shareholders would receive $1.00 worth of Royal Precision common stock for each
share of PH Group stock they own. The letter of intent with Royal Precision is
non-binding on both parties and subject to due diligence, final negotiations,
approval by both companies' Board of Directors, and the approval of PH Group
shareholders. If the Company is acquired by Royal Precision, it will become a
wholly owned subsidiary of Royal Precision.
<PAGE> 4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP INC.
BALANCE SHEETS
<CAPTION>
2000 1999
SEPTEMBER 30 DEC. 31
ASSETS (UNAUDITED)
------ ------------ -----------
<S> <C> <C>
Current Assets
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Cash $ 8,292 $ 9,958
Accounts Receivable 1,935,145 1,925,504
Federal and State Income Tax Receivables -- 200,836
Inventories 3,379,831 2,394,389
Other Current Assets 157,134 139,701
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Total Current Assets 5,480,402 4,670,388
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Property and Equipment, at cost
-------------------------------
Office Equipment 793,168 964,897
Manufacturing Equipment 1,422,917 1,419,351
Leasehold Improvements 683,909 455,509
Vehicles 107,518 125,271
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3,007,512 2,965,028
Less: Accumulated Depreciation & Amortization (1,537,425) (1,525,002)
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Net Property and Equipment 1,470,087 1,440,026
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Other Non-Current Assets
------------------------
Land Held for Investment 20,570 20,570
Goodwill, net 1,075,426 1,106,792
Other Noncurrent Assets, Net 237,224 189,258
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Total Other Non-Current Assets 1,333,220 1,316,620
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TOTAL ASSETS $ 8,283,709 $ 7,427,034
=========== ===========
</TABLE>
See notes to the interim unaudited financial statements.
<PAGE> 5
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP INC.
BALANCE SHEETS
<CAPTION>
2000 1999
SEPTEMBER 30 DEC. 31
LIABILITIES (UNAUDITED)
----------- ------------ -----------
<S> <C> <C>
Current Liabilities
-------------------
Accounts Payable $ 1,980,765 $ 1,837,364
Current Portion of Debt 2,981,965 3,280,226
Accrued Expenses 102,469 373,641
Customer Deposits 2,730,055 1,234,336
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Total Current Liabilities 7,795,254 6,725,567
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Noncurrent Liabilities
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Long-Term Debt (less current portion) 634,721 467,920
Deferred Compensation 10,417 17,083
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Total Noncurrent Liabilities 645,138 485,003
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Total Liabilities 8,440,392 7,210,570
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Common Stock Subject to Repurchase, 150,000
shares issued, 118,750 shares outstanding at
September 30, 2000; 93,750 at December 31, 1999 287,500 262,500
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Shareholders' Equity (Deficit)
------------------------------
Common Stock, with no par value, authorized 10,000,000
shares; issued and outstanding at stated value
(2000 - 1,629,727; 1999 - 1,593,345) 12,890 12,757
Additional Paid-In Capital 1,505,673 1,498,854
Treasury Stock, at cost (2000 - 30 shares; 1999 - 1,500) (470) (1,831)
Accumulated Deficit (1,962,276) (1,555,816)
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Total Shareholders' Equity (Deficit) (444,183) (46,036)
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TOTAL LIABILITIES AND EQUITY $ 8,283,709 $ 7,427,034
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</TABLE>
See notes to the interim unaudited financial statements.
<PAGE> 6
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SEPT. 30 NINE MONTHS ENDED SEPT. 30
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $1,717,867 $1,763,130 $7,206,073 $8,644,642
---------
Cost of Goods Sold 1,348,428 1,167,139 5,033,699 6,221,941
---------- ---------- ---------- ----------
Gross Margin 369,439 595,991 2,172,374 2,422,701
Selling, General and
and Administrative Expense 698,288 789,553 2,442,106 2,381,066
---------- ---------- ---------- ----------
Income From Operations (328,849) (193,562) (269,732) 41,635
---------- ---------- ---------- ----------
Other Income (Expense)
Interest Expense (113,832) (72,035) (321,621) (234,430)
Other, Net 17,662 7,698 184,890 30,103
---------- ---------- ---------- ----------
Total Other Income (Expense) (96,170) (64,337) (136,731) (204,327)
---------- ---------- ---------- ----------
Income Before Income Taxes (425,019) (257,899) (406,463) (162,692)
Provision for Taxes -- (65,000) -- (55,000)
---------- ---------- ---------- ----------
NET INCOME $ (425,019) $ (192,899) $ (406,463) $ (107,692)
---------- ========== ========== ========== ==========
NET LOSS PER SHARE:
Basic Earnings per Share $ (0.26) $ (0.12) $ (0.25) $ (0.07)
========== ========== ========== ==========
Diluted Earnings per Share $ (0.26) $ (0.12) $ (0.25) $ (0.07)
========== ========== ========== ==========
Weighted Average Shares Outstanding
Basic 1,609,039 1,620,441 1,612,925 1,582,134
Diluted 1,609,039 1,620,441 1,612,925 1,582,134
</TABLE>
See notes to the interim unaudited financial statements.
<PAGE> 7
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
PH GROUP, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
2000 1999
----------- -----------
<S> <C> <C>
Cash Flow From Operating Activities
Net Loss $ (406,463) $ (107,692)
Adjustments to Reconcile Net Income to
Net Cash Provided:
Depreciation and Amortization 299,006 316,862
(Gain)Loss on Sale of Property and Equipment (4,130) 2,486
Changes in Assets and Liabilities Affecting Cash Flows from
Operating Activities, Exclusive of Acquisitions:
Accounts Receivable (9,641) 2,002,423
Inventory (985,442) 1,480,552
Other Current Assets (17,433) (218,140)
Other Non Current Assets (20,447) (127,860)
Accounts Payable 143,401 (765,444)
Income Taxes 200,836 18,487
Accrued Expenses (271,172) (329,353)
Customer Deposits 1,495,719 (161,874)
Deferred Compensation (6,666) 4,706
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Net Cash Provided By Operating Activities 417,568 2,115,153
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Cash Flows from Investing Activities
Proceeds from Sale of Assets 8,152 775
Acquisition of Vertech Systems, Inc. (160,527)
Capital Expenditures for Property and Equipment (231,964) (49,990)
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Net Cash Used In Investing Activities (223,812) (209,742)
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Cash Flows from Financing Activities
Payments of Debt Obligations (2,332,538) (6,297,800)
Proceeds from Debt Obligations 2,128,803 4,464,438
Proceeds from resale of Treasury Stock 1,000
Proceeds from issuance of Common Stock 7,313 5,303
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Net Cash Used In Financing Activities (195,422) (1,828,059)
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Net Increase in Cash (1,666) 77,352
Cash, Beginning of Period 9,958 5,862
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CASH, END OF PERIOD $ 8,292 $ 83,214
------------------- =========== ===========
</TABLE>
PH Group Inc. paid $ 297,771 in cash for interest in 2000 and $220,690 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.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
NET SALES
Net sales for the third quarter of 2000 totaled $1.7 million, a 2.6% decrease
from the same period in 1999. The drop in sales was attributed to a delay in
shipment of one press that is valued at $760 thousand. The press was completed,
but had not finished its runoff, delaying shipment to the fourth quarter.
Quotations for new orders and placement of new orders have declined over the
past two quarters. To offset the decline in orders for hydraulic presses, the
company is preparing a new product offering to be introduced the first quarter
of 2001. In addition to the launch of a new product, the company is seeking to
broaden its distribution channels through new independent sales reps.
To further assist sales, the Company has been focusing on increasing sales of
its Trueblood product line. Sales of these machines dropped significantly last
in the past year due to lack of promotion of the product line. Starting in the
fourth quarter, senior management has made it a priority to increase the sales
of this product to offset a drop in hydraulic press orders.
The Company's backlog of orders at the end of the third quarter of 2000 is $6.1
million, compared to $4.8 million in the same period of 1999.
GROSS MARGIN
Gross margins in the third quarter 2000 decreased to 21.5% compared to 33.8% for
the same period in 1999. The decline in margins is due to a number of factors,
including sales of five stock machines from Finished Goods Inventory. These
units were sold at breakeven in an effort to reduce inventory and generate cash.
Cost overruns on the installation of a die wash system for the Navistar order
also contributed to lower hydraulic press margins.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, General and Administrative ("SG & A") expenses decreased in the third
quarter of 2000 to $698 thousand or 40.6% of net sales. This compares to the
same period in 1999 when SG& A expenses were $790 thousand or 44.8% of net
sales. The decrease in sales commissions from $98 thousand to $39 thousand in
the third quarter of 2000 was the major difference. Marketing Service fees
decreased $21 thousand in the third quarter of 2000 compared to the same period
of 1999 as the Company terminated an agreement with its sales and marketing
consultant.
INTEREST EXPENSE
Interest expense in the third quarter 2000 was 58.0% higher, or $42 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.
NINE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1999
NET SALES
Net sales for the first nine months of 2000 totaled $7.2 million, a 16.6%
decrease from the same period in 1999. A $760 thousand hydraulic press was
completely assembled at the end of September. However, programming the operating
controls was not completed, which delayed the shipment and thus no revenue
<PAGE> 9
could be recognized. The Company is investigating the adoption of percentage of
completion accounting on the larger presses. This would permit more closely
matching revenue recognition with the expenses incurred on these large jobs.
The company anticipates sales in excess of $4.0 million in the fourth quarter.
Should the company meet its sales target, revenue will exceed $11.0 million for
the fiscal year.
GROSS MARGIN
Gross margin for the first nine months of 2000 are 30.1%, compared to 28.0% in
the same period of 1999. Improved margins on the large presses (25.4% in 2000
versus 13.5% 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.
Total cost of labor has decreased by 15.6% or $131 thousand in the nine months
ended September 30, 2000 compared with the same period in 1999 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 $61 thousand or 2.6% over the comparable 1999 amount. Sales related
expenses (commissions, trade-shows, and advertising) increased $46 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 $12 thousand in the current period compared to 1999.
Amortization and depreciation expenses increased $11 thousand in 2000 compared
to 1999. This is due primarily to the recording of additional goodwill related
to the acquisition of Vertech Systems.
As a percent of sales, SG&A represented 33.9% in the first nine months of 2000
compared to 27.5% in the same period of 1999. If the company is successful in
meeting its fourth quarter shipment target, SG&A, as a percent of sales, will
decline below 28%.
INTEREST EXPENSE
Interest expense in the first nine months of 2000 was 37.2% higher, or $87
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.
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 was
recognized in the second quarter.
INCOME TAXES
For the nine months ended September 30, 2000 no tax provision (benefit) has been
accrued, compared to $55 thousand tax benefit 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.
<PAGE> 10
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 has signed a letter of intent to be acquired by Royal Precision,
Inc. Under the terms of the transaction, PH Group shareholders would receive
$1.00 worth of Royal Precision common stock for each share of PH Group stock
they own. The letter of intent with Royal Precision is non-binding on both
parties and subject to due diligence, final negotiations, approval by both
companies' Board of Directors, and the approval of PH Group shareholders. If the
Company is acquired by Royal Precision, it will become a wholly owned subsidiary
of Royal Precision.
Cash provided by operations in 2000 totaled $418 thousand. Major factors
contributing to this result were the increases in customer deposits of $1,496
thousand, decreased income tax receivable of $201 thousand, and increased
accounts payable of $143 thousand. The net loss of $406 thousand, increases in
inventory of $985 thousand, and decreased accrued expenses of $271 offset these.
Investing activities used $224 thousand of cash flow. This was for the capital
addition of a new 30-ton overhead crane system for the new building.
Financing activities used $195 thousand of cash flow. This was primarily due to
payments made on outstanding debt, and the reduction of the revolving line of
credit balances.
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 anticipated resolution of these matters by the end of
the third quarter of 2000. Legal issues of St. Lawrence Hydraulics, Inc. have
pushed the settlement into late 2000 or early 2001. The anticipated settlement,
if concluded, will positively impact the Company's financial position.
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.
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
On September 28, 2000 PH Group Inc. granted an option to acquire
500,000 shares of PH Group common stock to Royal Precision, Inc. at an
exercise price of $0.50 per share. This grant is in connection with the
execution of signing a letter of intent of Royal Precision to purchase
PH Group.
Item 3. Defaults Upon Senior Securities
Currently, the Company's two line of credit agreements with two banks
expire on January 21 and January 31, 2001 respectively. One credit
agreement is with a bank to borrow up to $2,476,000, subject to certain
borrowing base restrictions which expired on October 31, 2000 but which
has extended to January 31, 2001. 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:
On October 4, 2000 a Form 8-K was filed, the result of the signing
of a letter of intent to be acquired by the Royal Precision, Inc.
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 14, 2000 By: \s\ Charles T. Sherman
---------------------- ----------------------
Charles T. Sherman
President
<PAGE> 12
EXHIBIT INDEX
Exhibit No Description Location
---------- ----------- --------
27 Financial Data Schedule Filed electronically
----------------------------------
*Incorporated herein by reference.
