FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 1996 ---------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 33-17286 -------- LIFSCHULTZ INDUSTRIES, INC. - ---------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE No. 87-0448118 - ---------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 641 West 59th Street, New York, NY 10019 - ---------------------------------------------------------------------- (Address of principal executive offices) (Issuer's telephone number) (212) 397-7788 -------------- - ---------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Page 1 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ------ ------ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common Stock 55,569,495 - ----------------- ------------------------------- Class Outstanding at October 31, 1996 Page 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Page 3 LIFSCHULTZ INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited) 31-Oct-96 31-Jul-96 ---------- ---------- ASSETS Current Assets Cash and cash equivalents $ 632,000 $1,424,000 Marketable Securities 968,000 601,000 Trade accounts receivable 1,914,000 1,774,000 Related Party Receivable 34,000 Inventories 1,586,000 1,488,000 Other current assets 93,000 60,000 Total current assets ---------- ---------- 5,193,000 5,381,000 Property held for sale or lease, net 2,761,000 2,973,000 Property & equipment, net 627,000 489,000 ---------- ---------- Total Assets $8,581,000 $8,843,000 ========== ========== Page 4 LIFSCHULTZ INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (continued) (unaudited) 31-Oct-96 31-Jul-96 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Note payable to a bank $ 400,000 $ 182,000 Trade accounts payable 677,000 311,000 Accrued liabilities 655,000 1,623,000 Notes payable 98,000 50,000 Notes payable to shareholders 50,000 120,000 Accounts payable and accrued liabilities past due 174,000 321,000 Current portion of long-term debt 15,000 0 ----------- ----------- Total current liabilities 2,069,000 2,607,000 Long-term debt, less current portion 0 0 Shareholders' equity: Convertible preferred stock, par value $.01; authorized 4,900,000 shares Series A; issued and outstanding 5,200 shares - - Series B; issued and outstanding 0 shares 0 8,000 Series E; issued and outstanding 21,231 shares 0 1,000 Common stock, par value $.001; authorized 80,000,000 shares; issued and outstanding, 55,569,495 shares 56,000 44,000 Additional paid-in capital 10,978,000 10,978,000 Common stock subscriptions receivable from related parties (15,000) (15,000) Treasury Stock (at cost) (157,000) (157,000) Retained (deficit) (4,350,000) (4,623,000) ----------- ----------- Total shareholders' equity 6,512,000 6,236,000 ----------- ----------- Total liabilities and shareholders' equity $8,581,000 $8,843,000 =========== =========== Page 5 LIFSCHULTZ INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF EARNINGS (unaudited) Three months ended ------------------------- 31-Oct-96 31-Oct-95 REVENUES: ----------- ---------- Sales $ 2,699,000 $2,355,000 COSTS AND EXPENSES: Cost of products sold 1,358,000 1,181,000 Selling, general and admin. 946,000 835,000 Research and development 84,000 62,000 Interest Expense 13,000 6,000 ----------- ---------- Total costs and expenses 2,401,000 2,084,000 Earnings before income taxes and extraordinary item 298,000 271,000 Income Taxes 25,000 35,000 ----------- ---------- Earnings before extraordinary item 273,000 236,000 EXTRAORDINARY ITEM Forgiveness of Debt, net of tax effect - 1,062,000 ----------- ----------- Net Earnings 273,000 1,298,000 =========== =========== NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE: Income before extraordinary item 0.005 0.004 Extraordinary item 0.000 0.018 ----------- ----------- Net earnings 0.005 0.022 =========== =========== Common Shares Outstanding 60,559,000 59,723,000 Page 6 LIFSCHULTZ INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Three months ended ----------------------------- 31-Oct-96 31-Oct-95 ------------ ------------ OPERATING ACTIVITIES Income $ 273,000 $1,298,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization (A) 246,000 99,000 Gain on debt Forgiveness (extraordinary item) 0 1,062,000 Changes in assets and liabilities: Trade Accounts receivable (140,000) 276,000 Inventory (97,000) (136,000) Other assets (1,000) (3,000) Accounts payable 220,000 313,000 Accrued liabilities (1,073,000) (270,000) Net cash provided (used) by operating ----------- ----------- activities (572,000) 515,000 INVESTING ACTIVITIES Purchase of Property and Equipment (A) (171,000) (52,000) Purchase of Treasury Bills (367,000) - ----------- ---------- Net cash provided (used) by investing activities (538,000) (52,000) FINANCING ACTIVITIES Proceeds from notes payable and long-term obligations 98,000 0 Proceeds from Bank Line of Credit 224,000 - Proceeds from notes payable and long-term obligations (6,000) (11,000) Proceeds from sale of equity securities 2,000 0 Net cash provided (used) by financing ----------- ---------- activities 318,000 (11,000) Net increase (decrease) in cash (792,000) 452,000 Cash and cash equivalents at beginning of period 1,424,000 1,139,000 ----------- ----------- Cash and cash equivalents at end of period $ 632,000 $1,591,000 =========== =========== (A) Net of Disposals Page 7 NOTES TO FINANCIAL STATEMENTS NOTE 1- ACCOUNTING POLICIES In February 1992 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes," which is effective for fiscal years beginning after December 15, 1992. Accordingly, the Company has implemented Statement 109 in the accompanying financial statements, without effect on reported income. NOTE 2- EARNINGS PER SHARE Earnings per common and common equivalent shares for October 31, 1996 and 1995 is based on the weighted average number of common shares actually outstanding during the period plus the shares that would be outstanding assuming conversion of convertible preferred stock and exercise of stock options and warrants, all of which are common stock equivalents. Item 2. Management's Discussion and Analysis or Results of Operation. ------------------------------------------------------------- Results of Operations - --------------------- Total revenues in Lifschultz Industries' first quarter, ended October 31, 1996, increased 14.6% to $2,699,000 for the first quarter versus $2,355,000 for the same period last year. Revenues for Lifschultz Industries' subsidiary, Hart Scientific, were $2,594,000 for the first quarter. Hart Scientific's gross margins were 48% for the first quarter versus 48% for the same period last year. General and Administrative costs for the first quarter were $497,000 for Hart Scientific versus $386,000 for the same period last year, $175,000 for Lifschultz Industry subsidiary Lifschultz Fast Freight versus $173,000 for the same period last year, and $33,000 for Lifschultz Industries versus $20,000 for the same period last year. General and Administrative costs increased at Hart Scientific as Hart added support personnel to keep pace with its growth and compensation was increased to keep a competitive salary and wages structure. Research and Development costs increased to $84,000 in the first quarter versus $62,000 for the same period last fiscal year. Hart Scientific continues its efforts to develop and introduce new products. Page 8 Hart Scientific had $306,000 in marketing costs in the first quarter versus $259,000 for the same period last year. Hart continues to be very aggressive in its efforts to market new products and expand distribution of existing products. Consolidated income before extraordinary items increased 15.7% to $273,000 in the first quarter versus $236,000 in the same period last year. The consolidated net income for the quarter of $273,000 compares to a net income for the same period last year of $1,298,000. The consolidated net income (income after extraordinary items) for the quarter last year includes an extraordinary gain of $1,062,000 for forgiveness of debt (Lifschultz Fast Freight negotiated a reduction of a $1,262,000 debt down to $200,000). The consolidated net income for the current quarter does not include any extraordinary items. Hart Scientific's net profit for the first quarter was $312,000. Financial Condition and Liquidity - --------------------------------- The Company's current ratio at October 31, 1996 was 2.51 to 1 versus 2.06 to 1 at July 31, 1996. The current ratio improved to 2.51 to 1 at the end of the first quarter versus 1.66 on October 31, 1995. The debt ratios of the Company have been improved significantly in the last year as debt has been reduced and operating profits have been healthy. Management hopes to continue this trend. The Company will need additional capital to support the growth of Hart Scientific and the activities (primarily remaining debt reduction) of Lifschultz Fast Freight. Management expects that internal operating cash flow from Hart Scientific and from certain subleases held by Lifschultz Fast Freight will be sufficient to meet the cash needs of the Company. Hart Scientific has approximately $275,000 remaining on its bank line of credit if these funds are required. The Company expects that Lifschultz Fast Freight will complete payment on much of its remaining debt in the current fiscal year, after which cash flow from the Lifschultz Fast Freight subleases will be used in other areas of the Company. Page 9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) List of Exhibits. 27.0 Financial Data Schedule (b) Reports on Form 8-K. 1. On September 19, 1996, the Company filed a Form 8-K describing (under Item 5--Other Events) the Company's September 17, 1996 public announcement of conversions of Company preferred stock to Company common stock and the positive effect such conversion had on the Company's common stock per share net worth when calculated to reflect liquidation value. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LIFSCHULTZ INDUSTRIES, INC. Date 12 December 1996 By: DENNIS R. HUNTER ---------------- --------------------------- Dennis R. Hunter President and Chief Financial Officer Page 10 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 27 Financial Data Schedule. ============================== Page 11