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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 000-22653
Coventry Industries Corp.
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(Exact name of small business issuer as specified in its charter)
Florida
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(State or other jurisdiction of incorporation or organization)
65-0353816
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(IRS Employer Identification No.)
7777 Glades Road, Suite 211, Boca Raton, FL 33434
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(Address of principal executive offices)
561-488-4802
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(Issuer's telephone number)
Workforce Systems Corp.
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the 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.
Yes (x) No ( ).
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. As of November 5,
1997 the registrant had issued and outstanding 2,309,708 shares of common
stock.
Transitional Small Business Disclosure Format (check one);
Yes ( ) No (x)
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Coventry Industries Corp.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, June 30,
1997 1997
--------------- -------------
(unaudited) *
Assets
<S> <C> <C>
Current Assets
Cash $ 201,877 $ 335,321
Accounts receivable 1,676,539 1,017,949
Other receivable 284,998 47,678
Inventory 2,071,512 1,888,235
Prepaid expenses 261,682 207,238
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Total current assets 4,496,608 3,496,421
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Property, plant and equipment 3,042,639 2,914,731
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Other assets
Excess cost over fair value of assets acquired 3,117,951 2,198,441
Other 35,598 28,330
Prepaid consulting fees 495,832 531,249
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3,649,381 2,758,020
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$ 11,188,628 $ 9,169,172
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Liabilities and Stockholder's Equity
Current Liabilities
Accounts payable $ 836,885 $ 915,630
Accrued expenses 418,011 428,026
Factoring line of credit 350,769 398,858
Income tax payable 59,030 59,030
Current maturities of long-term debt 201,975 234,447
Notes payable 0 142,731
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Total current liabilities 1,866,670 2,178,722
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Deferred income taxes 130,000 130,000
Long term debt, less current portion 555,924 575,116
Note payable 762,308 1,150,019
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1,448,232 1,855,135
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</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Stockholder's Equity
Series A Preferred stock, $.001 par value, 30 shares
authorized, 30 shares issued and outstanding -- --
Series C Preferred stock, $.001 par value, 30,000 shares
authorized, 30 shares issued and outstanding 30 30
Series D Preferred stock, $.001 par value, 1,000,000 shares
authorized, none issued and outstanding -- --
Series E Preferred stock, $.001 par value, 2,000,000 shares
authorized, 115,000 issued and outstanding 115 --
Series F Preferred stock, $.001 par value, 2,000,000 shares
authorized, 75,000 issued and outstanding 75 --
Common Stock, $.001 par value, 25,000,000 shares
authorized, 2,524,934 and 1,952,934 shares issued and
outstanding, respectively 2,525 1,953
Additional paid-in capital 15,401,925 12,567,700
Prepaid media spots (500,000) (500,000)
Stock to be earned (1,316,667) (1,416,667)
Accumulated deficit (5,714,276) (5,517,701)
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Total stockholder's equity 7,873,727 5,135,315
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$ 11,188,629 $ 9,169,172
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</TABLE>
Condensed from audited financial statements
See accompanying notes to condensed consolidated financial statements
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The Registrant hereby amends its Quarterly Report on Form 10-QSB for
the three month period ended September 30, 1997 as follows:
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COVENTRY INDUSTRIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1997
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instruction of Form 10-QSB and
Article 310 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 preparation requires management to make
estimates and assumptions that affect the reported of amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results may differ from these
estimates. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended September 30,
1997 are not necessarily indicative of the results that may be expected for
the year ended June 30, 1998.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on
Form 10-KSB for the year ended June 30, 1997 as filed with the Securities and
Exchange Commission.
Note 2 - Acquisitions
On September 22, 1997, the Company acquired 100% of the issued and
outstanding capital stock of LPS Acquisition Corp. ("LPS") in exchange for an
aggregate of 270,000 shares of the Company's restricted common stock from LPS'
stockholders in a private transaction exempt from registration under the
Securities Act of 1933, as amended. LPS, doing business as Lantana Peat and
Soil, is a distributor of high quality custom soil mixes to wholesale
nurseries throughout South Florida. Annualized revenues are currently
estimated at $3 million.
The calculation of the consideration paid by the Company in the
acquisition of LPS was equal to approximately 32% of the then current
annualized revenues of LPS of approximately $3 million. Management of the
Company made the determination as to the consideration to be paid
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based upon their internal analysis of LPS. Pursuant to the terms of the
agreement for the acquisition of LPS, the sellers are required to deliver to
the Company a fairness opinion as to the amount of consideration tendered by
the Company in the share for share exchange. In the event such fairness
opinion does not support the exchange ratio, such exchange ratio shall be
adjusted by mutual agreement between the parties.
* The transaction was recorded as follows:
* Fair value of assets acquired $ 577,000
* Excess cost over net assets acquired 773,000
* Common stock issued in connection
with acquisition and acquisition costs (960,000)
* ----------------------------------------------------------
* Liabilities assumed $(390,000)
*
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The above transactions were accounted for by the purchase method, and
accordingly, the results of operations of the acquired businesses have been
included in the accompanying consolidated financial statements from the dates
the Company assumed operational control of the acquired entity. The fair value
of the assets acquired differed from the approved assets in the bankruptcy
court of approximately $419,000 (liquidation value) in that the existing plant
and equipment was valued at approximately $100,000 over book value. The fair
market value was determined based on replacement cost of like kind equipment.
The additional difference was an increase in the amount of inventory from the
time of the bankruptcy approval and the actual acquisition date of the assets
by the Company. The liabilities assumed differ from the assumed liabilities in
the bankruptcy in that all of the assumed liabilities were exchange for the
Company's Series F 7% Cumulative Non-Participating Preferred Stock. The
issuance of the Series F Preferred stock was a separate transaction
(authorized by the bankruptcy court and financial institution), however it was
accounted for concurrent with the acquisition as an exchange. The preferred
stock was valued at the face value of the notes with a 7% return, which was
the prevailing market rate.
In conjunction with the September 1997 acquisition of LPS, Barbara
Hausman, the wife of Robert Hausman, the Company's President and a director,
and Ronna Newman Rutstein, the wife of C. Lawrence Rutstein, a director of the
Company, each received 19,980 shares of the Company's Common Stock in exchange
for their interests in LPS. Pursuant to Rule 16a-3 of the Securities Exchange
Act of 1934, as amended, each of Messrs. Hausman and Rutstein disclaim
beneficial ownership interest in the shares held by their respective spouses.
In August 1997 LPS purchased the assets out of bankruptcy of Kedac, Inc., an
unaffiliated third party, which such assets consisted for substantially all of
the existing operating assets, accounts receivable, furniture and equipment
and general intangibles, including the trade name "Lantana Peat & Soil" for a
total consideration of $190,000 in cash and the assumption of $750,000 of
notes with a financial institution. In September 1997 the Company purchased
100% of the issued and outstanding stock of LPS from its shareholders, who
includes Mrs. Hausman and Mrs. Rutstein, in exchange for 270,000 shares of the
Company's restricted Common Stock in a private transaction exempt from
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registration under the Act in reliance on Section 4(2) thereof.
On September 1, 1997, the Company acquired 100% of the assets of
Apollo Pipe & Valve ("Apollo") in exchange for an aggregate of $100,000 and
25,000 shares of the Company's common stock in a private transaction exempt
from registration under the Securities Act of 1933, as amended. Apollo is a
distributor of industrial pipe valves and fittings throughout Florida.
Annualized revenues are currently estimated at $500,000.
The transaction was recorded as follows:
* Fair value of assets acquired $ 74,000
* Excess cost over net assets acquired 173,000
* Common stock issued in connection
with acquisition and acquisition costs (200,000)
* ----------------------------------------------------------
* Liabilities assumed $ (47,000)
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The above transactions were accounted for by the purchase method,
and, accordingly, the results of operations of the acquired businesses have
been included in the accompanying consolidated financial statements from the
dates the Company assumed operational control of the acquired entity.
Note 3 - Stockholders' Equity
As set forth in the Company's audited financial statements as
contained in the Annual Report on Form 10-KSB for the fiscal year ended June
30, 1997, on October 7, 1997 $1,150,019 of a note payable - stockholder was
converted to 115,000 shares of Series E Cumulative NonParticipating Preferred
Stock ("Series E Preferred Stock"). The designations, rights and preferences
of the Series E Preferred Stock provides that holders shall receive annual
dividends equal to $77,000, are entitled to full voting rights, share for
share with any then outstanding common stock as well as with any other class
or series of the Company having general voting power with the common stock
concerning any matter being voted upon by the Company's stockholders, and are
redeemable solely at the Company's option at a redemption price to be
negotiated by the parties at the time of the redemption.
Effective September 25, 1997, a note payable was converted to 75,000
shares of Series F 7% Cumulative Non-Participating Preferred Stock ("Series F
Preferred Stock"). The designations, rights and preferences of the Series F
Preferred Stock provides that holders shall receive annual dividends equal to
$52,500, are entitled to full voting rights, share for share with any then
outstanding common stock as well as with any other class or series of the
Company having general voting power with the common stock concerning any
matter being voted upon by the
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Company's stockholders, and are redeemable solely at the Company's option at
a redemption price to be negotiated by the parties at the time of the
redemption.
Yucatan Holding Company, a Florida corporation ("Yucatan") was a
shareholder of record of an aggregate of 504,891 shares of the Company's
Common Stock. Of such amount, Jayme Dorrough, the sole officer, director and
shareholder of Yucatan held sole voting and depository power as to 304,891
shares and Ella Chesnutt, a former officer and director of both the Company
and Yucatan held sole voting and depository power as to the remaining 200,000
shares. On October 22, 1997 the Company repurchased the 304,891 shares of
Common Stock from Yucatan over which Mrs. Dorrough held voting and depository
control which represented approximately 11.8% of the then issued and
outstanding Common Stock for $.25 per share. Following such repurchase, the
shares were returned to the treasury of the Company with the status of
authorized but unissued shares, thereby reducing the number of issued and
outstanding shares of Common Stock to 2,278,455 shares. Following such
transaction, Mrs. Dorrough, a member of the Company's Board of Directors and
an officer of the Company, voluntarily resigned her seat on the Company's
Board and from all offices with the Company.
Note 4 - Pro forma Financial Information
The following unaudited pro forma summary presents the consolidated
results of operations of the Company as if the acquisition of Federal and LPS
had occurred July 1, 1997 and 1996.
Three Months Ended
September 30,
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1997 1996
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Revenue $ 2,725,270 $1,886,225
Net loss $ ( 240,501) $ (92,727)
Net loss per share $ (.10) $ (.11)
The above transaction was accounted for by the purchase method, and,
accordingly, the results of operations of the acquired business have been
included in the accompanying consolidated financial statements form the date
the Company assumed operational control of the acquired entity.
Item 2. Management's Discussion and Analysis or Plan or Operation.
The following discussion regarding the Company and its business and
operations contains "forward-looking statements" within the meaning of Private
Securities Litigation Reform Act 1995. Such statements consist of any
statement other than a recitation of historical fact and can be identified by
the use of forward-looking terminology such as "may," "expect," "anticipate,"
"estimate" or "continue" or the negative thereof or other variations thereon
or comparable
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terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred
to in such forward looking statements. The Company does not have a policy of
updating or revising forward-looking statements and thus it should not be
assumed that silence by management of the Company over time means that actual
events are bearing out as estimated in such forward looking statements.
Results of Operation
During the three months ended September 30, 1997 the Company
continued its expansions plans through the acquisitions of LPS Acquisition
Corp. ("LPS") and Apollo Pipe & Value ("Apollo"). Consolidated revenues for
the three months ended September 30, 1997 increased $1,196,167 or
approximately 103% from the three months ended September 30, 1996. This
increase is attributable to (i) an increase in revenues generated by the
Company's Manufacturing Division, (ii) revenues for one month for each of LPS
and Apollo, and (iii) a full quarter of revenues from Federal Supply, Inc. and
Federal Fabrication, Inc. (collectively, "Federal") which were acquired by the
Company during the last quarter of fiscal 1997.
Gross profit margins as a percentage of revenues for the three months
ended September 30, 1997 decreased approximately 14% from the comparable
quarter in fiscal 1996, but increased approximately 4% from the fiscal year
ended June 30, 1997. The Company's gross profit percentage has decreased from
prior quarters due to the impact of Federal and LPS on the consolidated group.
Historically, Federal and LPS have experienced lower profit margins than the
Company's other subsidiaries in the comparable quarter.
Operating expenses increased approximately 280% for the three months
ended September 30, 1997 from the three months ended September 30, 1996
primarily as a result of increased selling, general and administrative
expenses ("SG&A"). SG&A on a consolidated basis increased approximately 222 %
during the three months ended September 30, 1997 from the three months ended
September 30, 1996 as a result of the addition of SG&A expenses attributable
to the inclusion of Federal (approximately $181,000) which was not part of the
consolidated group in the prior period, the continued expansion of the
Company, including SG&A associated with the LPS (approximately $108,000) and
Apollo (approximately $3,000) acquisitions, other ongoing growth of the
Company's operations and one time costs associated with the relocation of the
Company's principal executive offices from Knoxville, Tennessee to Boca Raton,
Florida. Other operating expenses were non-cash items including depreciation
and amortization and professional fees related to the LPS and Apollo
acquisitions of approximately $70,000.
The Company reported a net loss of $196,575 for the three months
ended September 30, 1997 as compared to net income of $173,605 for the three
months ended September 30, 1996. Approximately $130,000 of the net loss is
attributable to non-cash items including depreciation and amortization of
$82,554 and $47,471 of costs associates with the LPS and Apollo acquisitions.
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The remaining portion of the net loss is attributable to operating losses as
Federal (approximately $53,000) and LPS (approximately $28,000).
Manufacturing Division
For the three months ended September 30, 1997 the Manufacturing
Division reported an increase in revenues of approximately 164% from the three
months ended September 30, 1996. This increase is attributable to (i) revenues
from Federal for a full fiscal quarter, (ii) continued increase in revenues
from both Industrial Fabrication & Repair, Inc. ("IFR") and its subsidiary,
Maintenance Requisition Order Corp. ("MRO"), (iii) revenues from Apollo for
one month, and (iv) the internal realignment of one of the Company's
subsidiaries, Outside Industrial Services, Inc. ("OIS") from the Staffing
Division to the Manufacturing Divisions (see "Staffing Division" below). The
Manufacturing Division reported a loss from operations of approximately
$13,000 for the three months ended September 30, 1997 which is attributable to
a loss from operations at Federal; the Company did not report income from
operations for each of its divisions during the comparable period ended
September 30, 1996.
As discussed above, during the quarter ended September 30, 1997
Federal acquired the business and assets of Apollo in a private transaction
from an unaffiliated third party. The amount of consideration paid by the
Company in this transaction, which was approximately $200,000 or approximately
40% of the annualized revenues of Apollo, was determined by management of the
Company. Apollo is a distributor of industrial pipes, valves and fittings with
annualized revenues of approximately $500,000. Prior to such acquisition
Federal sub-let a portion of its Pompano Beach, Florida facility to Apollo,
which such sublease was negotiated on an arms-length basis. The principal of
Apollo has remained with the company following its acquisition by Federal to
insure both the continued business and operations of Apollo at current levels
as well as to assist in the expansion of Apollo's operations. Commending in
the second quarter of fiscal 1998, Apollo will begin the marketing and sale to
industrial manufacturing businesses in the State of Florida of power
transmission components, including new and refurbished gear boxes in close
association with IFR and MRO.
Staffing Division
For the three months ended September 30, 1997 the Staffing Division
reported a decrease in revenues of approximately 33% from the three months
ended September 30, 1996. The Staffing Division reported a loss from
operations of approximately $15,000 for the three months ended September 30,
1997 which is attributable to a concentration of revenues generated from lower
margin accounts; the Company did not report income from operations for each of
its divisions during the comparable period ended September 30, 1996.
During the quarter ended September 30, 1997 the Company undertook an
internal realignment of one of its subsidiaries. OIS, a staffing company which
provides personnel with
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speciality skills, such as transportation operation and equipment
maintenance, was realigned to fall within the Manufacturing Division, leaving
American Industrial Management, Inc. ("AIM") as the component of the Staffing
Division. As a result of the specialized nature of the services provided by
OIS, coupled with the synergic customer base of IFR and OIS, management of the
Company undertook such realignment to both increase the operating efficiency
of OIS as well as to provide better service to its customers.
Consumer Products Division
Revenues for the Consumer Products Division increased approximately
81% for the three months ended September 30, 1997 versus the three months
ended September 30, 1996. This increase reflects revenues from LPS which the
Company acquired in September 1997. LPS' revenues are currently annualized at
approximately $3.2 million. Accordingly, management of the Company believes
the revenues from this division will increase measurably during the second
quarter of fiscal 1998 and beyond as a result of this acquisition. The
Consumer Products Division reported a loss from operations of approximately
$28,000; the Company did not report income from operations for each of its
divisions during the comparable period ended September 30, 1996.
Liquidity and Capital Resources
The Company's working capital at September 30, 1997 was $3,129,938
versus $1,817699 at June 30, 1997. The increase in working capital is
attributable to increases in accounts receivable and inventory as a result of
the Company's expanded operations and increased revenues. The acquisition of
LPS Acquisition Corp. in September 1997 had the effect of adding approximately
$413,000 of accounts receivable over the June 1997 balance. The days sales is
stable at approximately 45 days. This acquistion also had the effect of adding
$118,000 of inventory over the June 1997 balance. The inventory turnover is 98
days compared to 90 days at June 30, 1997. While the Company does not
presently anticipate any significant capital expenditures, in order to pursue
the Company's plan of operations for fiscal 1998, consisting of its normal
business operations and the modernization of the LPS facility, including the
relocation of the facility to a more suitable locale near its primary customer
base and the addition of a computerized mixing line, it will be necessary for
the Company to raise additional working capital. While the Company continues
to seek outside sources of working capital, there are currently no agreements
in place for such funds and there can be no assurance that such sources will
be available to the Company. A substantial portion (approximately $2,136,000)
of the Company's property, plant and equipment is unencumbered and,
accordingly, would provide, in addition to any cash flow from operations, are
additional sources of internal working capital should the Company elect to
enter into an asset based lending arrangement.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Coventry Industries Corp.,
a Florida corporation
Date: July 1, 1998 By: /s/ Robert Hausman
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Robert Hausman,
President
