<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 1997
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------ -------------------
Commission file number: 0-19450
OAKHURST COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 25-1655321
----------------------- ----------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
3513 CONCORD PIKE, SUITE 3527, WILMINGTON, DELAWARE
19803
---------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(302) 478-9170
----------------------------------------------------
(Registrant's telephone number, including area code)
1001 SANTERRE DRIVE, GRAND PRAIRIE, TEXAS 75050
-----------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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. Yes [X] No [ ]
As of January 1, 1998, 3,207,053 shares of the Registrant's Common
Stock, $0.01 par value per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OAKHURST COMPANY, INC. AND SUBSIDIARIES
<TABLE>
<S> <C>
Consolidated Balance Sheets at November 30, 1997 (unaudited)
and February 28, 1997 ...................................................... 3
Consolidated Statements of Operations for the three month periods ended
November 30, 1997 and November 30, 1996 (unaudited) ....................... 4
Consolidated Statements of Operations for the nine month periods ended
November 30, 1997 and November 30, 1996 (unaudited) ....................... 5
Consolidated Statement of Stockholders' Equity for the nine months
ended November 30, 1997 (unaudited) ....................................... 6
Consolidated Statements of Cash Flows for the nine month periods
ended November 30, 1997 and November 30, 1996 (unaudited) ................. 7
Notes to financial statements (unaudited) ................................... 8
</TABLE>
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<PAGE> 3
OAKHURST COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS NOVEMBER 30, FEBRUARY 28,
1997 1997
------------- -------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash ....................................................................... $ 147 $ 39
Trade accounts receivable, less allowance of $459 and $555,respectively .... 4,334 3,882
Other receivables .......................................................... 217 483
Inventories ................................................................ 5,038 5,687
Deferred tax asset - current portion ....................................... 291 --
Other ...................................................................... 254 370
------------- -------------
Total current assets ..................................... 10,281 10,461
------------- -------------
Property and equipment, at cost ................................................. 2,880 2,839
Less accumulated depreciation .............................................. (1,456) (1,311)
------------- -------------
1,424 1,528
------------- -------------
Deferred tax asset, less valuation allowance of $51,300 ......................... 709 1,000
Excess of cost over net assets acquired, net .................................... 2,323 2,468
Other assets .................................................................... 399 450
------------- -------------
3,431 3,918
------------- -------------
$ 15,136 $ 15,907
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................... $ 5,783 $ 6,106
Accrued compensation ....................................................... 413 394
Current maturities of long-term obligations ................................ 1,716 953
Current maturities of long-term obligations, related parties ............... 88 88
Accrued interest ........................................................... 70 88
Other accrued expenses ..................................................... 204 417
------------- -------------
Total current liabilities ................................ 8,274 8,046
------------- -------------
Long-term obligations:
Long-term debt ............................................................. 4,971 5,344
Long-term debt, related parties ............................................ 220 286
Other long-term obligations ................................................ 68 86
------------- -------------
5,259 5,716
------------- -------------
Commitments and contingencies....................................................
Stockholders' equity:
Preferred stock, par value $0.01; authorized 1,000,000 shares,
none issued ............................................................. -- --
Common stock, par value $0.01 per share; authorized 14,000,000
shares; issued 3,207,053 and 3,201,144 shares, respectively ............. 32 32
Additional paid-in capital ................................................. 46,535 46,529
Deficit (Reorganized on August 26, 1989) ................................... (44,963) (44,415)
Treasury stock, at cost, 207 common shares ................................. (1) (1)
------------- -------------
Total stockholders' equity ............................... 1,603 2,145
------------- -------------
$ 15,136 $ 15,907
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 4
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996
------------ ------------
<S> <C> <C>
Sales .................................................... $ 7,880 $ 10,247
Other income ............................................. 51 32
------------ ------------
7,931 10,279
------------ ------------
Cost of goods sold, including occupancy and
buying expenses ....................................... 6,449 8,026
Operating, selling and administrative expenses ........... 1,521 2,494
Provision for doubtful accounts .......................... 74 28
Amortization of excess of cost over net assets acquired .. 46 111
Interest expense ......................................... 165 225
------------ ------------
8,255 10,884
------------ ------------
Net loss before income taxes ............................. (324) (605)
Income tax (expense) benefit ............................. (6) 18
------------ ------------
Net loss ................................................. $ (330) $ (587)
============ ============
Net loss per share ....................................... $ (0.10) $ (0.18)
============ ============
Weighted average number of shares outstanding
used in computing per share amount .................... 3,207,053 3,201,144
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 5
OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996
------------ ------------
<S> <C> <C>
Sales ..................................................... $ 25,507 $ 32,594
Other income .............................................. 156 166
------------ ------------
25,663 32,760
------------ ------------
Cost of goods sold, including occupancy and
buying expenses ........................................ 20,646 25,383
Operating, selling and administrative expenses ............ 4,764 7,809
Provision for doubtful accounts ........................... 129 78
Amortization of excess of cost over net assets acquired ... 145 335
Interest expense .......................................... 512 646
------------ ------------
26,196 34,251
------------ ------------
Net loss before income taxes .............................. (533) (1,491)
Income tax (expense) benefit .............................. (15) 3
------------ ------------
Net loss .................................................. $ (548) $ (1,488)
============ ============
Net loss per share ........................................ $ (0.17) $ (0.47)
============ ============
Weighted average number of shares outstanding
used in computing per share amount ..................... 3,205,927 3,199,164
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 6
OAKHURST COMPANY, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED NOVEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED TREASURY STOCK
-------------------------- PAID-IN EARNINGS ---------------------
SHARES PAR VALUE CAPITAL (DEFICIT) SHARES COST
-------------- ---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances, February 28, 1997 ........ 3,201,144 $32 $46,529 $(44,415) 207 $(1)
Net loss for the period ............ (548)
Stock award ........................ 5,909 * 6
--------- --- ------- -------- --- ---
Balances, November 30, 1997 ........ 3,207,053 $32 $46,535 $(44,963) 207 $(1)
========= === ======= ======== === ===
</TABLE>
*Rounds to less than one thousand
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 7
OAKHURST COMPANY, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................ $ (548) $ (1,488)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization ................... 497 899
Loss on retirement of assets .................... 9 5
Stock awards .................................... 6 7
Other changes in operating assets and liabilities:
Accounts receivable ............................. (452) (410)
Inventories ..................................... 649 1,029
Accounts payable ................................ (323) (281)
Other ........................................... 119 190
------------ ------------
Net cash used in operating activities of:
Continuing operations ............................... (43) (49)
Discontinued operations ............................. (301) (264)
------------ ------------
Net cash used in operating activities .................. (344) (313)
------------ ------------
Cash flows from investing activities:
Additions to property and equipment ................. (106) (167)
Acquisition of a subsidiary, net of cash acquired ... -- (79)
Other ............................................... -- (25)
------------ ------------
Net cash used in investing activities .................. (106) (271)
------------ ------------
Cash flows from financing activities:
Net borrowings under revolving credit agreement ..... 1,050 1,319
Proceeds from issuance of long-term debt ............ -- 1,500
Repayment of note payable ........................... (105) --
Principal payments on long-term obligations ......... (352) (2,159)
Deferred loan costs ................................. (35) (230)
------------ ------------
Net cash provided by financing activities .............. 558 430
------------ ------------
Net increase (decrease) in cash and cash equivalents ... 108 (154)
Cash and cash equivalents at beginning of period ....... 39 318
------------ ------------
Cash and cash equivalents at end of period ............. $ 147 $ 164
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 8
OAKHURST COMPANY, INC. AND SUBSIDIARIES
NINE MONTHS ENDED NOVEMBER 30, 1997
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
Oakhurst Company, Inc. ("Oakhurst" or the "Company") was formed as a
result of a merger transaction (the "merger") in fiscal 1992 between Steel City
Products, Inc. ("SCPI") and an Oakhurst subsidiary. The merger resulted in a
restructuring of SCPI such that it became a majority-owned subsidiary of
Oakhurst. In accordance with the merger, Oakhurst owns 10% of the outstanding
common stock of SCPI and all of SCPI's Series A Preferred Stock. The merger
was structured such that the aggregate fair market value of SCPI's common stock
and Series A Preferred Stock owned by Oakhurst would be approximately 90% of
the aggregate fair market value of SCPI. Accordingly, Oakhurst controls
approximately 90% of the voting power of SCPI. The accompanying financial
statements reflect this control and include the accounts of SCPI.
Oakhurst owns all of the outstanding capital stock of Dowling's Fleet
Service Co., Inc. ("Dowling's") and of Oakhurst Management Corporation ("OMC").
The accompanying consolidated financial statements include the accounts of
these subsidiaries, and all significant intercompany accounts and transactions
have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods presented. All adjustments made are of a normal, recurring nature.
While the Company believes that the disclosures presented herein are
adequate to make the information not misleading, it is suggested that these
unaudited consolidated financial statements be read in conjunction with the
audited consolidated financial statements for the fiscal year ended February
28, 1997 ("fiscal 1997") as filed in the Company's Annual Report on Form 10-K.
2. NET ASSETS HELD FOR SALE
In June 1997, Oakhurst entered into an agreement to sell all of the
capital stock of Puma Products, Inc. ("Puma") and in July 1997, Oakhurst
entered into an agreement to sell all of the capital stock of H&H Distributors,
Inc. ("H&H"). The results for the fourth quarter of fiscal 1997 included a
charge related to the disposal of such subsidiaries representing the write-off
of the net assets of the subsidiaries and of the related excess of costs over
net assets acquired.
Effective as of May 31, 1997, the former owner of Puma who is a director
of Oakhurst, acquired the capital stock of Puma in exchange for his repayment
of the Company's revolving debt attributable to Puma of approximately $400,000,
the cancellation of a note payable and an earn-out to him aggregating $1.2
million, the forgiveness of Oakhurst's intercompany debts to Puma, and the
payment by Oakhurst of $50,000. The agreement contains mutual releases and
provides for a payment to Oakhurst in the event of a re-sale of Puma's stock
within one year, equal to 12.5% of the excess of any such sales price
(including debt assumed by an acquirer) over $1 million. The buyer of Puma
also acquired all of the assets relating to SCPI's Wing-Tech division for its
net book value at May 31, 1997 of approximately $170,000. As a result of the
sale of Puma, Oakhurst was relieved of contingent liabilities in respect of
Puma's lease and employment agreement obligations aggregating approximately
$500,000.
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<PAGE> 9
Effective as of July 14, 1997, a Vice-President of H&H acquired the
capital stock of H&H in exchange for H&H's forgiveness of Oakhurst's
intercompany debt to H&H and the retention by Oakhurst of certain insurance
claims related to H&H. As a result of the sale of H&H, Oakhurst was relieved
of contingent liabilities in respect of H&H's lease and employment obligations
aggregating approximately $900,000.
During the three month and nine month periods ended November 30, 1997,
results of operations include credits of $68,000 and $73,000, respectively,
related to the net positive funding of the operations of H&H and Puma in the
current year and recoveries on the insurance claims related to H&H.
3. SALE OF REAL ESTATE
In August 1997, SCPI entered into an agreement to sell its 88,000 square
foot warehouse in Pittsburgh, Pennsylvania for a gross purchase price of
approximately $2.8 million in cash. The transaction closed in December 1997.
Accordingly, in the fourth quarter of the current fiscal year, SCPI will record
a pre-tax gain of approximately $1.8 million in connection with the sale. In
December 1997, after repayment of the term loan secured by the property, the
net proceeds of approximately $1.6 million were used to reduce revolving debt
and to cover the expenses of moving to newer, leased premises comprising
approximately 67,000 square feet.
4. REVOLVING DEBT
Oakhurst and its subsidiaries have available financing under a revolving
credit facility (the "Revolver") from an institutional lender up to a maximum
of $7 million, subject to defined levels of the subsidiaries' accounts
receivable and inventories. In September 1997, Oakhurst and its subsidiaries
reached an agreement to extend the Revolver beyond its initial two year term to
March 1999, and paid a fee of $35,000 in connection with the renewal. The
Credit Agreement provides for subsequent automatic renewal terms of one year
each upon payment of a renewal fee of 0.5% of the entire line, unless earlier
terminated as provided for in the Agreement.
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<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Oakhurst Company, Inc. ("Oakhurst" or "the Company"), a holding company,
was formed as part of a merger transaction in July 1991, in which Steel City
Products, Inc. ("SCPI") became a special, limited purpose, majority-owned
subsidiary of Oakhurst. Management believes that the corporate structure
resulting from the merger transaction will facilitate capital formation by
Oakhurst while permitting Oakhurst and its subsidiaries to file consolidated
tax returns so that both may utilize the tax benefits (including approximately
$150 million of net operating loss carry-forwards and $4 million of capital
losses) attributable principally to SCPI. Through Oakhurst's ownership of
SCPI, primarily in the form of preferred stock, Oakhurst retains the value of
SCPI, and receives substantially all of the benefit of SCPI's operations
through dividends on such preferred stock. Oakhurst's ownership of SCPI
facilitates the preservation and utilization of SCPI's net operating loss
carry-forwards.
Oakhurst, through its subsidiaries, is primarily a distributor of
products to the automotive after-market. Its largest business, which is
conducted by SCPI under the trade name "Steel City Products", is the
distribution of automotive parts and accessories and of non-food pet supplies
to independent retailers from a facility in Pittsburgh, Pennsylvania.
Dowling's Fleet Service Co., Inc. ("Dowling's") is a New York-headquartered
distributor of automotive radiators and related products.
In the current year first quarter, Oakhurst also owned H&H Distributors,
Inc. d/b/a Harry Survis Auto Centers ("H&H"), a Pittsburgh-based company that
distributes and installs automotive accessories, including stereos, alarms and
cellular phones, and Puma Products, Inc. ("Puma"), a Texas-based distributor of
after-market products to the light truck and van conversion industry. In
fiscal 1997, H&H and Puma incurred aggregate operating losses of approximately
$500,000, and as a result, in June 1997 Oakhurst sold Puma to its former owner,
and effective July 14, 1997, Oakhurst sold H&H to a Vice-President of H&H.
Results of operations for the first nine months of fiscal 1998 reflect only the
net funding of these two subsidiaries through the respective disposal dates.
In addition to cash derived from the operations of its subsidiaries,
Oakhurst's liquidity and financing requirements are determined principally by
the working capital needed to support each subsidiary's level of business,
together with the need for capital expenditures and the cash required to repay
debt. Each subsidiary's working capital needs vary primarily with the amount
of inventory carried, which can change seasonally, the size and timeliness of
payment of receivables from customers, especially at the SCPI subsidiary which
from time to time grants extended payment terms for seasonal inventory build-
ups, and the amount of credit extended by suppliers.
At November 30, 1997, Oakhurst's debt primarily consisted of (i) a
credit facility with an institutional lender (the "Credit Facility"), which
included a SCPI term loan with a balance of approximately $1.1 million (repaid
in December 1997, see below), and borrowings of approximately $4.9 million
under a revolving credit facility (the "Revolver"), (ii) debt aggregating
$445,000 in connection with Oakhurst's acquisition of Dowling's and Dowling's
acquisition of G&O Sales Company ("G&O"), and (iii) notes payable with
outstanding principal balances aggregating approximately $522,000 that were
issued in connection with the settlement of certain contingent liabilities
related to SCPI's former retail division.
Oakhurst and its subsidiaries have available financing under the
Revolver up to a maximum of $7 million, subject to defined levels of the
subsidiaries' accounts receivable and inventories. Management
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<PAGE> 11
believes that the Revolver will provide adequate funding for the Company's
working capital requirements in the next fiscal year, including seasonal
fluctuations.
From time to time the information provided by the Company or statements
made by its employees may contain so-called "forward looking" information that
involves risks and uncertainties. In particular, statements contained in this
Item 2 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which are not historical facts (including, but not
limited to, statements concerning anticipated sales, profit levels, customers
and cash flows) are forward looking statements. The Company's actual future
results may differ significantly from those stated in any forward looking
statements. Factors that may cause such differences include, but are not
limited to, the factors discussed above as well as the accuracy of the
Company's internal estimates of revenue and operating expense levels. Each of
these factors and others are discussed from time to time in the Company's
Securities and Exchange Commission filings.
MATERIAL CHANGES IN FINANCIAL CONDITION
In August 1997, SCPI entered into an agreement to sell its 88,000 square
foot warehouse in Pittsburgh, Pennsylvania for a gross purchase price of
approximately $2.8 million in cash. The transaction closed in December 1997.
Accordingly, in the fourth quarter of the current fiscal year SCPI will record
a pre-tax gain of approximately $1.8 million in connection with the sale. In
December 1997, after repayment of the term loan secured by the property, the
net proceeds of approximately $1.6 million were used to reduce revolving debt
and to cover the expenses of moving to newer, leased premises comprising 67,000
square feet.
In September 1997 the Company and its subsidiaries reached an agreement
to extend the Revolver beyond its initial two year term to March 1999, and paid
a fee of $35,000 in connection with the renewal. The Credit Agreement provides
for subsequent automatic renewal terms of one year each upon payment of a
renewal fee of 0.5% of the entire line, unless terminated earlier as provided
for in the Agreement.
At November 30, 1997, there had been no other material changes in the
Company's financial condition from February 28, 1997, as discussed in Item 7 of
the Company's Annual Report on Form 10-K for fiscal 1997.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
As previously discussed, Puma was sold effective May 31, 1997, and H&H
was sold effective July 14, 1997. Accordingly, the net positive funding of the
operations of these two subsidiaries, together with recoveries on certain
insurance claims related to H&H, for the three and nine months ended November
30, 1997 aggregated $68,000 and $73,000, respectively, and have been included
in results of operations. In the prior year three and nine month periods,
these two subsidiaries incurred aggregate operating losses of $160,000 and
$334,000, respectively.
THREE MONTHS ENDED NOVEMBER 30, 1997 COMPARED WITH THREE MONTHS ENDED NOVEMBER
30, 1996
Consolidated sales for the current year third quarter decreased by
approximately $2.4 million, or by 23.1% when compared with the prior year. The
decrease was primarily caused by the disposal of Puma and H&H, which together
had sales of $2.2 million in the third quarter last year. Sales for the
remaining subsidiaries decreased by approximately $200,000 compared with the
prior year third quarter. While sales by SCPI increased by approximately
$50,000, sales by Dowling's decreased by $250,000. The decrease in
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<PAGE> 12
sales for the quarter at Dowling's resulted entirely from the month of
November, which in the prior year benefitted from colder weather conditions
compared with a very mild November this year in the Northeast.
Although sales are expected to be lower for the remainder of fiscal 1998
when compared with the prior year because of the disposal of Puma and H&H, net
operating results are expected to reflect a comparative improvement since these
subsidiaries incurred aggregate operating losses of approximately $500,000 in
fiscal 1997.
Gross profits were $1.4 million, or 18.2% of sales, in the current year
third quarter compared with $2.2 million, or 21.7% of sales, in the prior year
period, with the decrease in gross profits resulting from the disposal of Puma
and H&H; gross profits attributable to these subsidiaries were approximately
$780,000 in the prior year. Gross profits of continuing businesses were
essentially unchanged, as sales and slight margin improvements at SCPI were
offset by the reduction in sales at Dowling's.
Operating, selling and administrative expenses decreased by $973,000
when compared to the prior year. The disposal of Puma and H&H resulted in
lower expenses of approximately $905,000, and the current year also reflected
recoveries on certain insurance claims related to H&H.
There was an increase in the provision for doubtful accounts of $46,000
related to the bankruptcy of one of SCPI's customers.
The amortization of the excess of cost over net assets acquired
decreased by $65,000 in the current year third quarter, due to the disposal of
Puma and H&H.
Interest expense decreased by $60,000 when compared to the prior year,
primarily as a result of the elimination of borrowings associated with Puma and
H&H.
NINE MONTHS ENDED NOVEMBER 30, 1997 COMPARED WITH NINE MONTHS ENDED NOVEMBER
30, 1996
Consolidated sales for the current year decreased by approximately $7.1
million, or by 21.7% when compared with the prior year, caused by the disposal
of Puma and H&H, which together produced sales in the first nine months of the
prior year of $7.3 million. Sales at Dowling's for the first nine months
exceeded the prior year by $440,000 or 4%, due mainly to increased market
share, and a comparatively hotter summer than the prior year. Sales at SCPI
decreased by $240,000. Sales to existing automotive customers decreased by
$2.4 million, primarily as a result of bankruptcies, downsizing and competitive
pressures faced by certain of SCPI's customers. Partially offsetting this
decline were sales by SCPI to new automotive customers of approximately $1.3
million. Sales of non-food pet supplies by SCPI were $958,000 in the first
nine months of the current year, compared with $95,000 last year. Sales of pet
supplies first began in the second quarter of the prior year, and new customers
have been added in the current year.
Gross profits were approximately $4.9 million, or 19.1% of sales, in the
current year compared with approximately $7.2 million, or 22.1% of sales, in
the prior year period. The lower gross profits were caused by the disposals of
Puma and H&H, which contributed gross profits in the prior year of $2.6
million. Despite the lower sales levels at SCPI, gross profits increased by
approximately $40,000, due primarily to a slight improvement in gross margin,
and gross profits at Dowling's increased by approximately $200,000, due to
higher sales levels and improved margins.
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<PAGE> 13
Operating, selling and administrative expenses decreased by
approximately $3 million when compared to the prior year, of which $2.8 million
reflected the disposal of Puma and H&H. The remaining reductions were
principally attributable to savings in corporate overhead expenses.
There was an increase in the provision for doubtful accounts of $51,000
related to the bankruptcies and liquidations of certain of SCPI's customers.
The amortization of the excess of cost over net assets acquired
decreased by $190,000 in the current year, due to the disposal of Puma and H&H.
Interest expense decreased by $134,000 compared to the prior year due to
the disposal of Puma and H&H, as well as lower average borrowing levels by
Dowling's and SCPI.
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<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material legal proceedings outstanding against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter for which this report is filed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule (EDGAR transmission only)
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
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<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
OAKHURST COMPANY, INC.
Date: January 13, 1997 By: /s/ Robert M. Davies
------------------------------
Mr. Robert M. Davies
Chief Executive Officer
Date: January 13, 1997 By: /s/ Mark Auerbach
------------------------------
Mr. Mark Auerbach
Chief Financial Officer
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<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27. Financial Data Schedule (EDGAR transmission only)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 147
<SECURITIES> 0
<RECEIVABLES> 4,793
<ALLOWANCES> 459
<INVENTORY> 5,038
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0
0
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</TABLE>
