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 December 31, 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)
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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 January 31,
1998 the registrant had issued and outstanding 3,005,855 shares of common
stock.
Transitional Small Business Disclosure Format (check one); Yes ( ) No
(x)
The Registrant hereby amends its Quarterly Report on Form 10-QSB for
the three month and six month period ended December 31, 1997 as follows:
PART I - FINANCIAL INFORMATION
Note 2 - Stockholder's Equity
Yucatan Holding Company, a Florida corporation ("Yucatan") was the
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
power, 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 common stock, thereby reducing the number of issued
and outstanding shares of common stock to 2,278,455 shares.
Following such transaction, Mrs. Dorrough, an officer of the Company
and a member of the Board of Directors of the Company, voluntarily resigned
her seat on the Company's Board and from all offices with the Company.
Note 3 - Earnings (Loss) Per Common Share
During the three months ended December 31, 1997 the Company adopted
SFAS No. 128 "Earnings Per Share." SFAS No. 128 establishes standards for
computing and presenting basic and diluted earnings (loss) per share. Basic
earnings (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding for the period.
In the computation of diluted earnings (loss) per share, the weighted average
number of shares is adjusted for the effect of all dilutive potential common
stock. In computing diluted earnings (loss) per share, the Company has
utilized the treasury stock method. All prior periods earnings (loss) per
share data have been restated to conform with SFAS No. 128.
The Company's potential issuable shares of Common Stock pursuant to
outstanding stock purchase options and warrants (totaling 19,882 with a price
of $2.50 per share) are excluded from the Company's diluted computation as
their effect would be anti-dilutive to the Company's net loss.
Note 4 - Relocation Provision
The Company leases its current LPS facility and is moving to a site
that is owned by the Company. The lease at the current facility cannot be
renewed. The existing plant will be closed and
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made permanently idle. The activities at the current plant will not be
continued and the plant will operate for less than two months after the
commitment date. Management approved and committed to an exit plan that was
specific as to its actions with a specific time table where significant
changes to the plan are not likely. The expenses realized and accrued
represent incremental costs that will be incurred as a direct result of the
exit plan.
The costs include all costs necessary to relocate the plant and
equipment to Homestead, Florida from the current Boynton Beach, Florida
location. These costs are expected to be incurred over a period of the next
six to eight months. The costs were not capitalized as they would be
tantamount to moving costs and would be period expenses.
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.
Six Months Ended
December 31,
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1997 1996
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Revenue $ 5,508,086 $3,658,678
Net loss $(1,999,065) $( 588,838)
Net loss per share $ (.79) $ (.67)
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 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.
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Results of Operations
Six months ended December 31, 1997 as compared to six months ended December
31, 1996
During the six months ended December 31, 1997 the Company continued
its expansion plans through the acquisitions of LPS Acquisition Corp. ("LPS")
and Apollo Pipe & Value ("Apollo"). Consolidated revenues for the six months
ended December 31, 1997 increased $2,847,572 or approximately 121% from the
six months ended December 31, 1996. This increase is attributable to (i) an
increase in revenues generated by the Company's Manufacturing Division, (ii)
revenues for four months for each of LPS and Apollo, and (iii) two full
quarters 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 six months
ended December 31, 1997 decreased approximately 17% from the comparable six
months in fiscal 1996. 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. Such reduced
gross profit margins have adversely effected the overall profitability of the
Company. Management of the Company does not anticipate a change in the gross
profit margins reported by Federal and LPS as a result of the nature of their
businesses.
Operating expenses increased approximately 606% for the six months
ended December 31, 1997 from the six months ended December 31, 1996 primarily
as a result of increased selling, general and administrative expenses ("SG&A")
and the inclusion of a $500,000 provision for the current six month period to
provided for anticipated charges associated with the relocation of the LPS
physical plant. SG&A on a consolidated basis increased approximately 475%
during the six months ended December 31, 1997 from the six months ended
December 31, 1996 as a result of the addition of SG&A expenses attributable to
the inclusion of Federal (approximately $326,000) 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 $202,000) and
Apollo (approximately $37,000) 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 current and future expansion
of the Company's operations of approximately $700,000.
The Company reported a net loss of $1,955,139 for the six months
ended December 31, 1997 as compared to net income of $359,234 for the six
months ended December 31, 1996. Approximately $1,419,000 of the net loss is
attributable to non-cash items including depreciation and amortization of
approximately$219,000, a $500,000 provision for the relocation of the LPS
physical plant and approximately $647,000 of costs associated with certain
professional fees. The remaining portion of the net loss is mainly
attributable to operating losses at Federal (approximately $63,000) and LPS
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Consumer Products Division
Revenues for the Consumer Products Division increased approximately
266% for the six months ended December 31, 1997 versus the six months ended
December 31, 1996. This increase reflects revenues from LPS which the Company
acquired in September 1997. LPS revenues are currently annualized at
approximately $2.6 million. The Consumer Products Division reported a loss
from operations of approximately $714,000. The loss primarily consists of a
$500,000 provision for the current three month period to provide for
anticipated charges associates with the physical relocation of the LPS plant.
The Company did not report income from operations for each of its divisions
during the comparable period ended December 31, 1996.
Three months ended December 31, 1997 as compared to three months ended
December 31, 1996
Consolidated revenues for the three months ended December 31, 1997
increased $1,651,405 or approximately 139% from the three months ended
December 31, 1996. This increase is attributable to (i) an increase in
revenues generated by the Company's Manufacturing Division, (ii) revenues for
three months for each of LPS and Apollo which were acquired by the Company in
the first quarter of the current fiscal year, 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 December 31, 1997 decreased approximately 19% from the comparable
quarter in fiscal 1996.
Operating expenses increased approximately 923% for the three months
ended December 31, 1997 from the three months ended December 31, 1996
primarily as a result of increased selling, general and administrative
expenses ("SG&A") and the inclusion of a $500,000 provision for the current
period to provided for anticipated charges associated with the relocation of
the LPS physical plant. SG&A on a consolidated basis increased approximately
584% during the three months ended December 31, 1997 from the three months
ended December 31, 1996 as a result of the addition of SG&A expenses
attributable to the continued expansion of the Company, including SG&A
associated with the LPS and Apollo acquisitions and the continued growth of
the Company's operations. Other operating expenses were non-cash items
including depreciation and amortization and professional fees.
The Company reported a net loss of $1,758,564 for the three months
ended December 31, 1997 as compared to net income of $185,629 for the three
months ended December 31, 1996. Approximately $736,000 of the net loss is
attributable to non-cash items, including depreciation and amortization and a
$500,000 provision for the relocation of the LPS physical plant. The remaining
portion of the net loss is attributable to operating losses at Federal
(approximately $20,000), LPS (approximately $382,000) and corporate overhead
(approximately $83,000).
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Manufacturing Division
For the three months ended December 31, 1997 the Manufacturing
Division reported an increase in revenues of approximately 139% from the three
months ended December 31, 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 a
full fiscal quarter, 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 income from operations of approximately
$119,000 for the three months ended December 31, 1997; the Company did not
report income from operations for each of its divisions during the comparable
period ended December 31, 1996.
Staffing Division
For the three months ended December 31, 1997 the Staffing Division
reported a decrease in revenues of approximately 22% from the three months
ended December 31, 1996. The decrease in revenues can be attributed to the
first quarter of internal realignment of one of the Company's subsidiaries,
OIS, which was realigned to fall within the Manufacturing Division, whose
client base was more synergistic to OIS, so as to permit greater operating and
management efficiencies. The remaining subsidiary within the Staffing
Division, AIM, historically reports lower margins than OIS. The Staffing
Division reported a loss from operations of approximately $111,000 for the
three months ended December 31, 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 December 31, 1996.
Consumer Products Division
Revenues for the Consumer Products Division increased approximately
557% for the three months ended December 31, 1997 versus the three months
ended December 31, 1996. This increase reflects revenues from LPS which the
Company acquired in September 1997. The Consumer Products Division reported a
loss from operations of $686,000 for the three months ended December 31, 1997.
The Company did not report income from operations for each of its divisions
during the comparable period ended December 31, 1996.
Liquidity and Capital Resources
The Company's working capital at December 31, 1997 was $2,013,464
versus $1,817,699 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. While the Company
does not presently anticipate any significant capital expenditures (excluding
the relocation provision of $500,000 for LPS), 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
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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. Accordingly, subsequent to
December 31, 1997 on January 16, 1998 the Company successfully completed a
private placement of 1,750 shares of 5% Convertible Preferred Stock at a
purchase price of $1,000 per share, resulting in gross proceeds of $1,250,000
all as more fully described in Form 8-K filed on January 29, 1998. $500,000 of
the purchase price paid for the 1,750 shares of 5% Convertible Preferred
Stock, as well a certificate for 500 shares of the 5% Convertible Preferred
Stock, has been deposited in escrow by the purchaser pending shareholder
approval of the conversion terms of the 5% Convertible Preferred Stock as same
relates to the 500 shares held in escrow and the additional 750 to be
purchased as hereinafter described. Pursuant to the terms of the private
placement, should the Company obtain shareholder approval, the purchaser will
also purchase an additional 750 shares of 5% Convertible Preferred Stock at
$1,000 per share, resulting in additional gross proceeds to the Company of
$1,250,000, including the $500,000 presently held in escrow. The Company has
filed a proxy statement for a special meeting of shareholders at which the
conversion terms of the additional 1,250 shares 5% Convertible Preferred Stock
will be submitted for approval by the Company's shareholders; however, as of
the date hereof the date of the special meeting of shareholders has not been
set. Readers are encouraged to carefully review the preliminary proxy
statement current on file with the Securities and Exchange Commission
(www.sec.gov) for a complete description of the private placement and the
conversion terms of the 5% Convertible Preferred Stock. Assuming approval by
the Company's shareholders, of which there can be no assurance, the gross
proceeds to the Company of an additional $1,250,000 from release of the
escrowed funds and the sale of an additional 750 shares of 5% Convertible
Preferred Stock, together with the funds received to date from the private
placement, will be sufficient to provide for the Company's working capital
needs in during the next 12 months based upon its current plan of operations.
In the event, however, the Company's shareholders do not approve the
conversion terms of the additional 1,250 shares of 5% Convertible Preferred
Stock, or the Company should expand its plan of operations for the next 12
months, the Company will be required to raise additional working capital to
fund it plan of operations for the balance of fiscal 1998. As of the date
hereof, the Company has not identified any alternative sources of working
capital. Additionally, a substantial portion (approximately $2,136,000) of the
Company's property, plant and equipment and accounts receivable are
unencumbered and, accordingly, would provide 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, hereunto duly authorized.
Coventry Industries Corp.
a Florida corporation
Date: July 1, 1998 By: /s/ Robert Hausman
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Robert Hausman,
President
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