UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31 2000
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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 001-10287
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LIFSCHULTZ INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE No. 87-0448118
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
641 West 59th Street, New York, NY 10019
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(Address of principal executive offices)
(212) 397-7788
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(Issuer's telephone number)
Not Applicable
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(Former name, former address and former
fiscal year, if changed since last report.)
The number of shares of the issuer's common stock outstanding as of December 14,
2000 is 1,121,655 shares.
1
PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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Lifschultz Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)
October 31, 2000 and July 31, 2000
ASSETS
31-Oct-00 31-Jul-00
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CURRENT ASSETS
Cash and cash equivalents $ 772,000 $ 888,000
Marketable securities 1,008,000 1,143,000
Trade accounts receivable, net 2,941,000 3,213,000
Related party receivable 67,000 89,000
Deferred income taxes 168,000 168,000
Inventories 4,950,000 4,558,000
Other current assets 58,000 182,000
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Total current assets 9,964,000 10,241,000
PROPERTY HELD FOR LEASE, NET 939,000 1,076,000
PROPERTY AND EQUIPMENT, NET 3,714,000 3,442,000
LAND 560,000 560,000
OTHER ASSETS, NET 474,000 483,000
DEFERRED INCOME TAXES 1,711,000 1,815,000
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$ 17,362,000 $ 17,617,000
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The accompanying notes are an integral part of these statements.
2
LIABILITIES AND SHAREHOLDERS' EQUITY
31-Oct-00 31-Jul-00
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CURRENT LIABILITIES
Notes payable to banks $ 150,000 $ 150,000
Trade accounts payable 794,000 431,000
Income taxes payable 62,000 38,000
Accrued liabilities 1,166,000 1,969,000
Current maturities of capital lease obligations 56,000 55,000
Current maturities of long-term obligation 49,000 48,000
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Total current liabilities 2,277,000 2,691,000
LONG-TERM OBLIGATION, less current maturities 2,235,000 2,245,000
CAPITAL LEASE OBLIGATIONS, less current maturities 90,000 105,000
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY
Convertible preferred stock, par value $0.01;
authorized 100,000 shares
Series A; issued and outstanding 5,200
shares at October 31 and July 31, 2000 - -
Series E; issued and outstanding 552
shares at October 31 and July 31, 2000 - -
Common stock, par value $0.001; authorized
1,650,000 shares; issued and outstanding,
1,117,519 shares issued at October 31 and
July 31 1,000 1,000
Additional paid-in capital 11,060,000 11,060,000
Treasury stock, at cost (22,560 common
shares) (157,000) (157,000)
Retained earnings 1,856,000 1,672,000
Total shareholders' equity 12,760,000 12,576,000
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$ 17,362,000 $ 17,617,000
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The accompanying notes are an integral part of these statements.
3
Lifschultz Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
For the three months ended October 31,
2000 1999
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Net Revenues $ 4,629,000 $ 3,871,000
Cost and expenses:
Cost of products sold 2,689,000 2,268,000
Selling, general and administrative 1,372,000 1,153,000
Research and development 194,000 196,000
Interest expense 69,000 10,000
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$ 4,324,000 $ 3,627,000
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Earnings before income taxes 305,000 244,000
Income tax expense 121,000 29,000
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NET EARNINGS $ 184,000 $ 215,000
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Net earnings per common - basic 0.16 0.19
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Net earnings per common share -
assuming dilution 0.14 0.16
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The accompanying notes are an integral part of these statements.
4
Lifschultz Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended October 31,
1999 1998
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Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net Earnings $ 184,000 $ 215,000
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 135,000 57,000
Amortization of leasehold interest 137,000 129,000
Changes in assets and liabilities:
Trade accounts receivable 272,000 524,000
Related party receivable 22,000 22,000
Inventories (392,000) (276,000)
Deferred income taxes 104,000 -
Other current assets 124,000 77,000
Trade accounts payable 363,000 66,000
Accrued liabilities (803,000) (704,000)
Income taxes payable 24,000 20,000
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Total Adjustments (14,000) (85,000)
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Net cash provided by operating activities 170,000 130,000
Cash flows from investing activities
Purchase of property and equipment (398,000) (289,000)
Purchase of marketable securities (115,000) (112,000)
Proceeds from maturities of marketable securities 250,000 -
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Net cash used in investing activities (263,000) (401,000)
Cash flows from financing activities
Principal payments on long-term obligations (9,000) (1,000)
Principal payments on capital lease obligations (14,000) (9,000)
Net change in line of credit - 100,000
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Net cash provided by (used in)
financing activities (23,000) 90,000
Net decrease in cash and cash equivalents (116,000) (181,000)
Cash and cash equivalents at beginning of period 888,000 1,175,000
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Cash and cash equivalents at end of period $ 772,000 $ 994,000
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Supplemental disclosures of cash flow information
Cash paid during the period for
Interest 69,000 10,000
Income taxes 41,000 128,000
The accompanying notes are an integral part of these statements.
5
Lifschultz Industries, Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements
(unaudited)
Note 1
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The consolidated financial statements have been prepared by Lifschultz
Industries Inc. (the "Company") without audit, in accordance with generally
accepted accounting principles. Pursuant to the rules and regulations of the
Securities and Exchange Commission, certain disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been omitted or condensed. It is management's belief
that the disclosures made are adequate to make the information presented not
misleading and reflect all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of financial position and results
of operations for the periods presented. The results of operations for the
periods presented should not be considered as necessarily indicative of
operations for the full year. It is recommended that these consolidated
financial statements be read in conjunction with the consolidated financial
statements for the year ended July 31, 2000 and the notes thereto included in
the Company's Form 10-KSB. The consolidated balance sheet at July 31, 2000, was
extracted from the Company's audited consolidated financial statements contained
in the Company's 2000 Form 10-KSB, and does not include all disclosures required
by generally accepted accounting principles for annual consolidated financial
statements.
Note 2
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Certain items from fiscal year 2000 were reclassified to be consistent
with the fiscal year 2001 statement of earnings presentation with no effect on
net income.
Note 3
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Basic earnings per common share are based on the weighted-average number of
shares outstanding during each period. Diluted earnings per common share are
based on shares outstanding (computed as under basic) and potentially dilutive
common shares. Potential common shares included in the dilutive earnings per
share calculation included stock options granted and convertible preferred
stock. For the three month periods presented in the consolidated statement of
earnings, the weighted-average number of shares are as follows:
fiscal fiscal
2001 2000
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Weighted Average Outstanding Shares 1,121,655 1,117,519
Weighted Average Outstanding Dilutive Shares 1,292,543 1,287,257
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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General
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The Company designs, manufactures, and markets scientific and industrial
instrumentation and instrument calibration equipment. Most of the Company's
revenues are from its operating subsidiary Hart Scientific, Inc. ("Hart") and
Hart's subsidiary, Calorimetry Sciences Corporation ("CSC"). The Company
realizes a small amount of revenue from a real property lease held by its
non-operating subsidiary, Lifschultz Fast Freight, Inc. ("Fast Freight").
Company management believes that its future growth is dependent upon the ability
of Hart and CSC to continue increasing instrument sales to new and existing
customers and successfully introduce and market new or enhanced products. The
following discussion should be read in conjunction with the text of Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Form 10-KSB for fiscal year ended July 31, 2000.
Results of Operations
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The Company's consolidated net revenues rose 20% to $4,629,000 for its
first quarter ended October 31, 2000 from $3,871,000 for the first quarter ended
October 31, 1999. Consolidated net revenues for Hart (including CSC revenues),
were $4,625,000 for the first quarter this year versus $3,868,000 for the same
period last year. Strong growth in the sales of temperature calibration
equipment accounted for most of the increase in revenues for the period.
The company's exports grew by 14% from $1,070,000 in first quarter of last
year to $1,223,000 in the first quarter of this year. This increase in exports
reflects improving economic environments in some markets and a ongoing emphasis
by the Company to improve exposure and penetration in export markets. This
increased effort to improve export sales is ongoing.
Hart's gross margins were 42% for the first quarter in the current year
versus 41% for the same period last year. Company management believes that
product mix accounts for the higher margins in 2000.
Consolidated earnings before taxes increased 25% in the current quarter to
$305,000 versus $244,000 for the same quarter last year. The Company attributes
this increase in pre-tax earnings primarily to strong revenue growth.
Consolidated net earnings (after tax earnings) decreased 14% from $215,000 for
the first quarter of last year to $184,000 in the current quarter of this year.
The increase in current period pre-tax earnings versus a decrease in after tax
(net) earnings is a result of the Company's accounting treatment of its loss
carryforwards.
7
In previous reporting periods, the Company maintained a valuation allowance
against its deferred tax asset resulting from net operating loss carry forwards.
During the year ended July 31, 2000 the Company determined the ultimate
utilization of its net operating loss carry forwards was "more likely than not"
and removed the valuation allowance thus recognizing a deferred tax asset. In
future periods, as the Company utilizes it net operating loss carry forwards to
reduce its current tax liability for income tax purposes, the asset will be
reduced with no related further benefit recorded as a reduction of its income
tax provision on current earnings.
Income tax expense for the current period, therefore, reflects the
estimated income tax provision on current earnings for financial reporting
purposes with no further reduction for net operating loss carry forwards. Income
tax expense for the three months ended October 31, 1999, of $29,000 is comprised
of current expense of approximately $97,000 and a deferred tax benefit resulting
from net operating loss carry forwards (reduction) of approximately $68,000.
For tax reporting purposes, the Company, as of July 31, 2000, still has net
operating loss carryforwards of approximately $4,287,000 expiring from 2004
through 2007. The use of these remaining tax operating loss carryforwards for
tax reporting purposes is beneficial to the cash flow of the Company because it
continues to reduce actual cash taxes paid by the Company.
Research and development expenses decreased in the first quarter of this
year 1% to $194,000 from $196,000 in the first quarter of last year. This is not
seen by the Company as significant and the Company expects that research and
development costs in the future will increase if revenues continue to increase.
General and administrative costs for the first quarter of this year were
$814,000 for Hart versus $560,000 for the same period last year. Much of this
increase is related to a change in bonus policy at Hart regarding the accrual of
bonuses. In past fiscal years Hart earned bonuses every six months, in the
current fiscal year these bonuses are earned quarterly therefore the increase in
current quarter general and administrative expenses include bonus accruals not
present in the same period last year. General and administrative costs for Fast
Freight were $256,000 for the first quarter of this year versus $205,000 for the
same period last year.
Marketing expenses as included in general and administrative costs,
decreased in this quarter from $489,000 in the first quarter last year to
$433,000 in the first quarter this year. This decrease in marketing expenses is
considered by the Company to be a quarterly anomaly. The Company expects that
sustained growth will require increasing marketing expenses.
Financial Condition and Liquidity
- ---------------------------------
The Company's current ratio at October 31, 2000 is 4.38 to 1 versus
3.81 to 1 at July 31, 2000. The current ratio improved to 4.38 to 1 at the end
of the current first quarter versus 2.93 on October 31, 1999. The improving
current ratios reflect a stronger balance sheet for the Company.
8
Management expects that internal operating cash flow from Hart Scientific
and from certain real estate subleases held by Lifschultz Fast Freight will be
sufficient to meet the cash needs of the Company during this fiscal year. Hart
Scientific currently has approximately $765,000 remaining on its bank line of
credit if additional funds are required.
Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private
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Securities Litigation Reform Act of 1995.
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When used in this report, the words "believe," "plan" "expects" and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such statements are subject to certain risks and
uncertainties, including those discussed below, that could cause actual results
to differ materially from those projected. All of these forward-looking
statements are based on estimates and assumptions made by management of the
Company, which although believed to be reasonable, are inherently uncertain and
difficult to predict. There can be no assurance that the benefits anticipated in
these forward-looking statements will be achieved. The following important
factors, among others, could cause the Company not to achieve the benefits
contemplated herein, or otherwise cause the Company's results of operations to
be adversely affected in future periods: (i) continued or increased competitive
pressures from existing competitors and new entrants; (ii) unanticipated costs
related to the Company's growth and operating strategies; (iii) loss or
retirement of key members of management; (iv) prolonged labor disruption; (v)
deterioration in general of international economic conditions; and (vi) loss of
customers. Many such factors are beyond the control of the Company. Please refer
to the Company's SEC Form 10-KSB for its fiscal year ended July 31, 2000, for
additional cautionary statements.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
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The following exhibits are attached hereto or are incorporated
herein by reference as indicated in the table below:
Exhibit Location if other
No. Title of Document than attached hereto
- ------- ----------------- --------------------
3.01* Certificate of Incorporation 1998 Form 10-KSB
(as amended to date) Exhibit 3.01
3.02* Bylaws 1991 Form 10-K
9
Page 74
4.01* Certificate of Designation, 1991 Form 10-K
Series A Convertible Preferred Page 94
Stock (as amended)
4.02* Certificate of Designation, 1994 Form 10-K
Series E Convertible Preferred Exhibit 4.05
Stock
27.1 Financial Data Schedule
* Denotes exhibits specifically incorporated in this Form 10-QSB by reference to
other filings of the Company pursuant to the provisions of Securities and
Exchange Commission rule 12b-32 and Regulation S-B, Item 10(f)(2). These
documents are located under File No. 001-10287 at, among other locations, the
Securities and Exchange Commission, Public Reference Branch, 450 5th St., N.W.,
Washington, D.C. 20549.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the Company during the quarter ended
October 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.
LIFSCHULTZ INDUSTRIES, INC.
Date December 15, 2000 By: /s/DENNIS R. HUNTER
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Dennis R. Hunter
President and Chief Financial Officer
10