FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 1997 Commission File Number 33-17286 Lifschultz Industries, Inc. (Exact name of small business issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) IRS employer identification no. 87-0448118 Address of principal executive offices 641 West 59th Street, New York, NY 10019 - - ---------------------------------------------------- Registrant's telephone number, including area code: (212) 397-7788 -------------- ------------------------------------------------------------ (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 preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO____ Page 1 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding at April 30, 1997 ---------------- ------------------------------- Common Stock 55,569,495 Page 2 PART I- FINANCIAL INFORMATION Item 1. Financial Statements Page 3 Lifschultz Industries, Inc. Consolidated Balance Sheets 30-Apr-97 31-Jul-96 Assets -------------- ------------ - - ------- Current Assets Cash and cash equivalents $ 950,000 $ 1,424,000 Marketable Securities 270,000 601,000 Trade accounts receivable 1,756,000 1,774,000 Related Party Receivable 33,000 34,000 Inventories 2,143,000 1,488,000 Other current assets 69,000 60,000 ------------------------------- Total current assets 5,221,000 5,381,000 Property held for sale or lease, net 2,515,000 2,973,000 Property & equipment, net 824,000 489,000 Total Assets $ 8,560,000 $ 8,843,000 =============================== Page 4 Lifschultz Industries, Inc. Consolidated Balance Sheets (Continued) (unaudited) 30-Apr-97 31-Jul-96 -------------- ------------- Liabilities and shareholders' equity Current Liabilities: Note payable to a bank 300,000 182,000 Trade accounts payable 637,000 311,000 Accrued liabilities 499,000 1,623,000 Notes payable - 50,000 Notes payable to shareholders 50,000 120,000 Accounts payable and accrued liabilities past due 106,000 321,000 Current portion of long-term debt 33,000 - -------------- ------------- Total current liabilities 1,625,000 2,607,000 Long-term debt, less current portion 92,000 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 - 8,000 Series E; issued and outstanding 21,231 shares (Note 1) - 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 10,979,000 10,978,000 Common stock subscriptions receivable from related parties (15,000) (15,000) Treasury Stock (at cost) (157,000) (157,000) Retained (deficit) (4,020,000) (4,623,000) ------------------------------- Total shareholders' equity 6,843,000 6,236,000 ------------------------------- Total liabilities and shareholders' equity $ 8,560,000 $ 8,843,000 =============================== Page 5 Lifschultz Industries, Inc. Consolidated Statements of Earnings (unaudited) (unaudited) Three months ended Nine months ended ------------------ ----------------- 30-Apr-97 30-Apr-96 30-Apr-97 30-Apr-96 --------- --------- --------- --------- Revenues: Sales $3,228,000 $2,948,000 $8,857,000 $8,279,000 Costs and expenses: Cost of products sold 1,674,000 1,379,000 4,547,000 4,063,000 Selling, general and admin. 1,274,000 1,191,000 3,280,000 3,059,000 Research and development 116,000 84,000 308,000 208,000 Interest Expense 10,000 24,000 33,000 39,000 ---------- ---------- ---------- ---------- Total costs and expenses 3,074,000 2,678,000 8,168,000 7,369,000 Earnings before income taxes and extraordinary item 154,000 270,000 689,000 910,000 Income Taxes (8,000) 45,000 86,000 117,000 ---------- ---------- ---------- ---------- Earnings before extraordinary item 162,000 225,000 603,000 793,000 Extraordinary Item Forgiveness of Debt, net of tax effect - 217,000 - 1,279,000 ---------- ---------- ---------- ---------- Net Earnings 162,000 442,000 603,000 2,072,000 Net earnings per common and common equivalent share: Earnings before extraordinary item 0.003 0.004 0.011 0.013 Extraordinary item 0.000 0.003 0.000 0.021 ----- ----- ----- ----- Net Earnings 0.003 0.007 0.011 0.034 Common Shares Outstanding 59,077,815 57,240,000 59,077,815 57,240,000 Page 6 Lifschultz Industries, Inc. Consolidated Statements of Cash Flows (unaudited) As of the Quarter Ended -------------------------------- 30-Apr-97 30-Apr-96 -------------- ------------- Operating Activities Net income $ 603,000 $ 2,072,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization (A) 627,000 408,000 Gain on debt Forgiveness (extraordinary item) 0 (1,279,000) Changes in assets and liabilities: Trade Accounts receivable 18,000 (78,000) Inventory (655,000) (272,000) Other assets (8,000) 40,000 Accounts payable 326,000 (115,000) Accrued liabilities (1,244,000) (213,000) -------------- ------------- Net cash provided (used) by operating activities (333,000) 563,000 Investing Activities Purchase of Property and Equipment (A) ($504,000) (84,000) -------------- ------------- Net cash provided (used) by investing activities (504,000) (84,000) Financing Activities Proceeds from notes payable and long-term obligations 130,000 50,000 Proceeds from Bank Line of Credit 118,000 - Principal payments of notes payable and long-term obligations (220,000) (26,000) Proceeds from sale of equity securities 4,000 40,000 -------------- ------------- Net cash provided (used) by financing activities 32,000 64,000 Net increase (decrease) in cash (805,000) 543,000 Cash, cash equivalents, Marketable Securities: Beginning of period 2,025,000 1,139,000 -------------- ------------- Page 7 Lifschultz Industries, Inc. Consolidated Statements of Cash Flows (continued) (unaudited) As of the Quarter Ended -------------------------------- 30-Apr-97 30-Apr-96 -------------- ------------- End of period $ 1,220,000 $ 1,682,000 ============== ============= (A) Net of Disposals Page 8 Notes to Financial Statements (unaudited) 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 April 30, 1997 and 1996 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. Discussion and Analysis of Financial - - --------------------------------------------- Condition and Results of Operations ----------------------------------- Results of Operations: - - --------------------- Total revenues for the nine months ended April 30, 1997 were $8,857,000 versus $8,279,000 for the same period last year, a 7% increase. Total revenues for the three months ended April 30, 1997 were $3,228,000 versus $2,948,000 for the same period last year, a 9% increase. Hart Scientific revenues for the current nine month period were $8,503,000 versus $7,858,000 for the same period last year, an 8% increase. Hart Scientific revenues for the current three month period were $3,106,000 versus $2,783,000 for the same period last year, a 12% increase. General & Administrative costs for the current nine month period were $2,299,000 versus $2,236,000 for the same period last year. These costs included Lifschultz Fast Freight depreciation of the New York leasehold ($364,000 in the current nine month period). Marketing and sales expenses for the current three month period were $316,000 and $980,000 for the current nine month period. For the current nine months ended April 30, 1997 marketing and sales expenses are 12% of Hart revenues, versus 11% for the same period last year. Consolidated net income before extraordinary items for the nine months ended April 30, 1997 was $603,000 versus $793,000 for the same period last year, a 24% decrease. Consolidated net income for the nine months ended April Page 9 30, 1996 included an extraordinary gain of $1,279,000 for forgiveness of debt. Net income for the current nine month period at Hart Scientific was $584,000 versus $1,146,000 for the same period last fiscal year, a 49% decrease. Consolidated net income for the current three month period was $162,000 compared to $225,000 during the same three month period last year, a 28% decrease. Consolidated net income including extraordinary items for the prior year's three months ended April 30, 1996 was $442,000 which included an extraordinary gain of $217,000 for forgiveness of debt. Net income for the current three month period at Hart Scientific was $215,000 versus $364,000 for the same period last fiscal year, a 41% decrease. The decrease in net income for the current period is due to a change in product sales mix, competitive pricing pressures which reduced margins and reduction of higher margin export sales due to the strength of the U.S. dollar. Financial Condition and Liquidity - - --------------------------------- The company's current ratio at April 30, 1997 is 3.21 versus 2.37 at July 31, 1996. The current ratio has improved from .49 on July 31, 1993 to 3.21 on April 30, 1997. 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. 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 $425,000 in unused lines of credit available. Page 10 PART II - OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.0 Financial Data Schedule 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 11 June 1997 By:/s/ Dennis R. Hunter ------------ ---------------------- President and Chief Financial Officer Exhibit Index ------------- Exhibit No. Description - - ----------- ----------- 27 Financial Data Schedule Page 11