1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: August 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-19450
OAKHURST COMPANY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 25-1655321
---------------------- -----------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1001 SANTERRE DRIVE, GRAND PRAIRIE, TEXAS
75050
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(Address of principal executive offices)
(Zip Code)
(972) 660-4499
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(Registrant's telephone number, including area code)
(Former name, former address, and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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
----- -----
As of October 1, 1997, 3,207,053 shares of the Registrant's Common
Stock, $0.01 par value per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OAKHURST COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets at August 31, 1997 (unaudited)
and February 28, 1997........................................................................... 3
Consolidated Statements of Operations for the three month periods ended
August 31, 1997 and August 31, 1996 (unaudited)................................................ 4
Consolidated Statements of Operations for the six month periods ended
August 31, 1997 and August 31, 1996 (unaudited)................................................ 5
Consolidated Statement of Stockholders' Equity for the six months
ended August 31, 1997 (unaudited) ............................................................. 6
Consolidated Statements of Cash Flows for the six month periods
ended August 31, 1997 and August 31, 1996 (unaudited).......................................... 7
Notes to financial statements (unaudited)........................................................ 8
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OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
(Unaudited)
ASSETS
AUGUST 31, FEBRUARY 28,
1997 1997
--------- --------
(Unaudited)
Current assets:
Cash ..................................................................... $ 40 $ 39
Trade accounts receivable, less allowance of $440 and $555, respectively . 4,384 3,882
Other receivables ........................................................ 374 483
Inventories .............................................................. 6,419 5,687
Other .................................................................... 299 370
-------- --------
Total current assets .................................... 11,516 10,461
-------- --------
Property and equipment, at cost (Note 3) ................................... 2,847 2,839
Less accumulated depreciation ............................................ (1,412) (1,311)
-------- --------
1,435 1,528
-------- --------
Deferred tax asset, less valuation allowance of $51,300 .................... 1,000 1,000
Excess of cost over net assets acquired, net ............................... 2,370 2,468
Other assets ............................................................... 366 450
-------- --------
3,736 3,918
-------- --------
$ 16,687 $ 15,907
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ......................................................... $ 7,761 $ 6,106
Accrued compensation ..................................................... 398 394
Current maturities of long-term obligations .............................. 1,801 953
Current maturities of long-term obligations, related parties ............. 88 88
Accrued interest ......................................................... 67 88
Other accrued expenses ................................................... 185 417
-------- --------
Total current liabilities ............................... 10,300 8,046
-------- --------
Long-term obligations:
Long-term debt ........................................................... 4,139 5,344
Long-term debt, related parties .......................................... 242 286
Other long-term obligations .............................................. 73 86
-------- --------
4,454 5,716
-------- --------
Commitments and contingencies ..............................................
Stockholders' equity:
Preferred stock, par value $0.01; authorized 1,000,000 shares, none issued -- --
Common stock, par value $0.01 per share; authorized 14,000,000
shares; issued 3,207,053 and 3,201,144 shares, respectively ............. 32 32
Additional paid-in capital ............................................... 46,535 46,529
Deficit (Reorganized on August 26, 1989) ................................. (44,633) (44,415)
Treasury stock, at cost, 207 common shares ............................... (1) (1)
-------- --------
Total stockholders' equity .............................. 1,933 2,145
-------- --------
$ 16,687 $ 15,907
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
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OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
(Unaudited)
Three Months Three Months
Ended Ended
August 31, August 31,
1997 1996
----------- -----------
Sales .......................................................................... $ 9,336 $ 11,454
Other income ................................................................... 86 89
----------- -----------
9,422 11,543
----------- -----------
Cost of goods sold, including occupancy and
buying expenses .............................................. 7,398 8,877
Operating, selling and administrative expenses ................................. 1,666 2,741
Provision for doubtful accounts ................................................ 35 21
Amortization of excess of cost over net assets acquired ........................ 50 111
Interest expense ............................................................... 168 218
----------- -----------
9,317 11,968
----------- -----------
Net income (loss) before income taxes .......................................... 105 (425)
Income tax expense ............................................................. (8) (7)
----------- -----------
Net income (loss) .............................................................. $ 97 $ (432)
=========== ===========
Net income (loss) per share .................................................... $ 0.03 $ (0.13)
=========== ===========
Weighted average number of shares outstanding
used in computing per share amount ........................... 3,207,053 3,201,144
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
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OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
(Unaudited)
Six Months Six Months
Ended Ended
August 31, August 31,
1997 1996
----------- -----------
Sales ..................................................................... $ 17,627 $ 22,346
Other income .............................................................. 105 134
----------- -----------
17,732 22,480
----------- -----------
Cost of goods sold, including occupancy and
buying expenses ......................................... 14,197 17,357
Operating, selling and administrative expenses ............................ 3,244 5,315
Provision for doubtful accounts ........................................... 55 51
Amortization of excess of cost over net assets acquired ................... 99 223
Interest expense .......................................................... 346 422
----------- -----------
17,941 23,368
----------- -----------
Net loss before income taxes .............................................. (209) (888)
Income tax expense ........................................................ (9) (15)
----------- -----------
Net loss .................................................................. $ (218) $ (903)
=========== ===========
$ (0.07) $ (0.28)
=========== ===========
Weighted average number of shares outstanding
used in computing per share amount ...................... 3,205,365 3,199,164
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
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OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED AUGUST 31, 1997
(Dollars in thousands)
(Unaudited)
Common Stock Additional Retained Treasury Stock
--------------------- Paid-in Earnings ----------------
shares par value Capital (Deficit) shares cost
------ --------- ---------- --------- ------ ------
Balances, February 28, 1997....... 3,201,144 $32 46,529 (44,415) 207 ($1)
Net loss for the period .......... (218)
Stock award ...................... 5,909 * 6
Balances, August 31, 1997......... 3,207,053 32 $46,535 (44,633) 207 ($1)
========= ========= ========== =========== ========= =========
*Rounds to less than one thousand
The accompanying notes are an integral part of these consolidated financial
statements.
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OAKHURST COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
Six Months Six Months
Ended Ended
August 31, August 31,
1997 1996
------- -------
Cash flows from operating activities:
Net loss ............................................................. $ (218) $ (903)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization ............................... 344 609
Loss on retirement of assets ................................ 6 5
Stock awards ................................................ 6 7
Other changes in operating assets and liabilities:
Accounts receivable ......................................... (502) (852)
Inventories ................................................. (732) (9)
Accounts payable ............................................ 1,655 399
Other ....................................................... (69) (168)
------- -------
Net cash provided by (used in) operating activities of:
Continuing operations ................................................ 490 (912)
Discontinued operations .............................................. (286) (268)
------- -------
Net cash provided by (used in) operating activities .................................... 204 (1,180)
------- -------
Cash flows from investing activities:
Additions to property and equipment .................................. (58) (100)
Acquisition of a subsidiary, net of cash acquired .................... -- (79)
Net change in the excess of cost over net assets acquired ............ -- --
Other ................................................................ -- (25)
------- -------
Net cash used in investing activities .................................................. (58) (204)
------- -------
Cash flows from financing activities:
Net borrowings under revolving credit agreement ...................... 193 2,038
Proceeds from issuance of long-term debt ............................. -- 1,500
Repayment of note payable ............................................ (105) --
Principal payments on long-term obligations .......................... (233) (2,052)
Deferred loan costs .................................................. -- (224)
------- -------
Net cash (used in) provided by financing activities .................................... (145) 1,262
------- -------
Net increase (decrease) in cash and cash equivalents ................................... 1 (122)
Cash and cash equivalents at beginning of period ....................................... 39 318
------- -------
Cash and cash equivalents at end of period ............................................. $ 40 $ 196
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
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OAKHURST COMPANY, INC. AND SUBSIDIARIES
SIX MONTHS ENDED AUGUST 31, 1997
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
Oakhurst Company, Inc. ("Oakhurst" or the "Company") was formed as a
result of a merger transaction (the "merger") in fiscal 1992 between Steel City
Products, Inc. ("SCPI") and an Oakhurst subsidiary. The merger resulted in a
restructuring of SCPI such that it became a majority-owned subsidiary of
Oakhurst. In accordance with the merger, Oakhurst owns 10% of the outstanding
common stock of SCPI and all of SCPI's Series A Preferred Stock. The merger was
structured such that the aggregate fair market value of SCPI's common stock and
Series A Preferred Stock owned by Oakhurst would be approximately 90% of the
aggregate fair market value of SCPI. Accordingly, Oakhurst controls
approximately 90% of the voting power of SCPI. The accompanying financial
statements reflect this control and include the accounts of SCPI.
Oakhurst owns all of the outstanding capital stock of Dowling's Fleet
Service Co., Inc. ("Dowling's") and of Oakhurst Management Corporation ("OMC").
The accompanying consolidated financial statements include the accounts of
these subsidiaries, and all significant intercompany accounts and transactions
have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods presented. All adjustments made are of a normal, recurring nature.
While the Company believes that the disclosures presented herein are
adequate to make the information not misleading, it is suggested that these
unaudited consolidated financial statements be read in conjunction with the
audited consolidated financial statements for the fiscal year ended February
28, 1997 ("fiscal 1997") as filed in the Company's Annual Report on Form 10-K.
2. NET ASSETS HELD FOR SALE
In June 1997, Oakhurst entered into an agreement to sell all of the
capital stock of Puma Products, Inc. ("Puma") and in July 1997, Oakhurst
entered into an agreement to sell all of the capital stock of H&H Distributors,
Inc. ("H&H"). The results for the fourth quarter of fiscal 1997 included a
charge related to the disposal of such subsidiaries representing the write-off
of the net assets of the subsidiaries and of the related excess of costs over
net assets acquired.
Effective as of May 31, 1997, the former owner of Puma, a director of
Oakhurst, acquired the capital stock of Puma in exchange for his repayment of
the revolving debt attributable to Puma of approximately $400,000, the
cancellation of a note payable and an earn-out to him aggregating $1.2 million,
the forgiveness of Oakhurst's intercompany debts to Puma, and the payment by
Oakhurst of $50,000. The agreement contains mutual releases and provides for a
payment to Oakhurst in the event of a re-sale of Puma's stock within one year,
equal to 12.5% of the excess of any such sales price (including debt assumed by
an acquirer) over $1 million. The buyer of Puma also acquired all of the assets
relating to SCPI's Wing-Tech division for its net book value at May 31, 1997 of
approximately $170,000. As a result of the sale of Puma, Oakhurst was relieved
of contingent liabilities in respect of Puma's lease and employment agreement
obligations aggregating approximately $500,000.
Effective as of July 14, 1997, a Vice-President of H&H acquired the
capital stock of H&H in exchange for H&H's forgiveness of Oakhurst's
intercompany debt to H&H and the retention by Oakhurst of
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certain insurance claims related to H&H. As a result of the sale of H&H,
Oakhurst was relieved of contingent liabilities in respect of H&H's lease and
employment obligations aggregating approximately $900,000.
3. SALE OF REAL ESTATE
In August 1997, SCPI entered into an agreement to sell its 88,000
square foot warehouse in Pittsburgh, Pennsylvania for a gross purchase price of
approximately $2.8 million in cash. The transaction is scheduled to close in
December 1997, at which time SCPI will record a pre-tax gain currently
estimated at approximately $1.8 million in connection with the sale. After
repayment of the term loan secured on the property, the net proceeds of
approximately $1.6 million will be used to reduce revolving debt and to cover
the expenses of moving to newer, leased premises comprising approximately
67,000 square feet.
4. ACCOUNTING CHANGES
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which will be effective for financial statements for periods beginning after
December 15, 1997. SFAS No. 131 redefines how operating segments are determined
and requires disclosure of certain financial and descriptive information about
a company's operating segments. The Company anticipates that the adoption of
SFAS No. 131 will not have a material effect on current disclosures.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Oakhurst Company, Inc. ("Oakhurst" or "the Company"), a holding
company, was formed as part of a merger transaction in July 1991, in which
Steel City Products, Inc. ("SCPI") became a special, limited purpose,
majority-owned subsidiary of Oakhurst. Management believes that the corporate
structure resulting from the merger transaction will facilitate capital
formation by Oakhurst while permitting Oakhurst and its subsidiaries to file
consolidated tax returns so that both may utilize the tax benefits (including
approximately $150 million of net operating loss carryforwards and $4 million
of capital losses) attributable principally to SCPI. Through Oakhurst's
ownership of SCPI, primarily in the form of preferred stock, Oakhurst retains
the value of SCPI, and receives substantially all of the benefit of SCPI's
operations through dividends on such preferred stock. Oakhurst's ownership of
SCPI facilitates the preservation and utilization of SCPI's net operating loss
carryforwards.
Oakhurst, through its subsidiaries, is primarily a distributor of
products to the automotive after-market. Its largest business, which is
conducted by SCPI under the trade name "Steel City Products", is mainly the
distribution of automotive parts and accessories to independent retailers from
a facility in Pittsburgh, Pennsylvania. Dowling's Fleet Service Co., Inc.
("Dowling's") is a New York-headquartered distributor of automotive radiators
and related products.
In the current year first quarter, Oakhurst also owned H&H
Distributors, Inc. d/b/a Harry Survis Auto Centers ("H&H"), a Pittsburgh-based
company that distributes and installs automotive accessories, including
stereos, alarms and cellular phones, and Puma Products, Inc. ("Puma"), a Texas
based distributor of after-market products to the light truck and van
conversion industry. In fiscal 1997, H&H and Puma incurred aggregate operating
losses of approximately $500,000, and as a result, in June 1997 Oakhurst sold
Puma to its former owner, and effective July 14, 1997, Oakhurst sold H&H to a
Vice-President of H&H. Results of operations for the first six months of fiscal
1998 reflect only the net funding of these two subsidiaries through the
respective disposal dates.
In addition to cash derived from the operations of its subsidiaries,
Oakhurst's liquidity and financing requirements are determined principally by
the working capital needed to support each subsidiary's level of business,
together with the need for capital expenditures and the cash required to repay
debt. Each subsidiary's working capital needs vary primarily with the amount of
inventory carried, which can change seasonally, the size and timeliness of
payment of receivables from customers, especially at the SCPI subsidiary which
from time to time grants extended payment terms for seasonal inventory
build-ups, and the amount of credit extended by suppliers.
At August 31, 1997, Oakhurst's debt primarily consisted of (i) a
credit facility with an institutional lender (the "Credit Facility"), which
included a SCPI term loan with a balance of approximately $1.1 million, and
borrowings of approximately $4.1 million under a revolving credit facility (the
"Revolver"), (ii) debt aggregating $490,000 in connection with Oakhurst's
acquisition of Dowling's and Dowling's acquisition of G&O Sales Company
("G&O"), and (iii) notes payable with outstanding principal balances
aggregating approximately $602,000 that were issued in connection with the
settlement of certain contingent liabilities related to SCPI's former retail
division.
Oakhurst and its subsidiaries have available financing under the
Revolver up to a maximum of $7 million, subject to defined levels of the
subsidiaries' accounts receivable and inventories. Management
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believes that the Revolver will provide adequate funding for the Company's
foreseeable working capital requirements, including seasonal fluctuations.
In August 1997, SCPI entered into an agreement to sell its 88,000
square foot warehouse in Pittsburgh, Pennsylvania for a gross purchase price of
approximately $2.8 million in cash. The transaction is scheduled to close in
December 1997, at which time SCPI will record a pre-tax gain currently
estimated at approximately $1.8 million in connection with the sale. After
repayment of the term loan secured on the property, the net proceeds of
approximately $1.6 million will be used to reduce revolving debt and to cover
the expenses of moving to newer, leased premises comprising approximately
67,000 square feet.
In September 1997 the Company and its subsidiaries reached an
agreement to extend the Revolver beyond its initial two year term to March
1999, and agreed to pay a fee of $35,000 in connection with the renewal. The
Credit Agreement provides for subsequent automatic renewal terms of one year
each upon payment of a renewal fee of 0.5% of the entire line, unless sooner
terminated as provided for in the Agreement.
From time to time the information provided by the Company or
statements made by its employees may contain so-called "forward looking"
information that involves risks and uncertainties. In particular, statements
contained in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which are not historical facts
(including, but not limited to, statements concerning anticipated sales, profit
levels, customers and cash flows) are forward looking statements. The Company's
actual future results may differ significantly from those stated in any forward
looking statements. Factors that may cause such differences include, but are
not limited to, the factors discussed above as well as the accuracy of the
Company's internal estimates of revenue and operating expense levels. Each of
these factors and others are discussed from time to time in the Company's
Securities and Exchange Commission filings.
MATERIAL CHANGES IN FINANCIAL CONDITION
At August 31, 1997, there had been no other material changes in the
Company's financial condition from February 28, 1997, as discussed in Item 7 of
the Company's Annual Report on Form 10-K for fiscal 1997.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
As previously discussed, Puma was sold effective May 31, 1997, and H&H
was sold effective July 14, 1997. Accordingly, the net positive funding of the
operations of these two subsidiaries for the three and six months ended August
31, 1997 was $16,000 and $4,000, respectively, and has been included in results
of operations. In the prior year three and six months ended August 31, 1996,
these two subsidiaries incurred aggregate operating losses of $133,000 and
$173,000, respectively.
THREE MONTHS ENDED AUGUST 31, 1997 COMPARED WITH THREE MONTHS ENDED AUGUST 31,
1996
Consolidated sales for the current year second quarter decreased by
approximately $2.1 million, or by 18.5% when compared with the prior year. The
decrease was primarily caused by the disposals of Puma and H&H, which together
had sales of $2.5 million in the second quarter last year. Sales for the
remaining subsidiaries increased by approximately $400,000 compared with the
prior year second quarter, mostly as a result of increased market share and
improved weather conditions this year compared with a very mild summer last
year in the Northeast which boosted sales at Dowling's by approximately
$700,000. Sales at SCPI in the current year second quarter decreased by
approximately $340,000 as a result of bankruptcies, downsizing and competitive
pressures affecting certain of SCPI's customers.
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Although sales are expected to be lower for the remainder of fiscal
1998 when compared with the prior year because of the subsidiary disposals, net
operating results are expected to reflect a comparative improvement since Puma
and H&H incurred aggregate operating losses of approximately $500,000 in fiscal
1997.
Gross profits were $1.9 million, or 20.8% of sales, in the current
year second quarter compared with $2.6 million, or 22.5% of sales, in the prior
year period, with the decrease in gross profits resulting from the disposals of
Puma and H&H; gross profits attributable to these subsidiaries were
approximately $885,000 in the prior year. Gross profits of continuing
businesses increased by approximately $250,000, primarily due to the higher
sales levels and improved margins at Dowling's.
Operating, selling and administrative expenses decreased by $1.1
million when compared to the prior year. The disposals of Puma and H&H resulted
in lower expenses of approximately $990,000. The remaining reductions primarily
reflected reduced corporate overhead expenses.
There was an increase in the provision for doubtful accounts of
$20,000 related to the expected liquidation of one of SCPI's customers.
The amortization of the excess of cost over net assets acquired
decreased by $60,000 in the current year second quarter, due to the disposals
of Puma and H&H.
Interest expense decreased by $50,000 when compared to the prior year,
as a result of lower borrowing levels by the two continuing subsidiaries as
well as the elimination of borrowings associated with Puma and H&H.
SIX MONTHS ENDED AUGUST 31, 1997 COMPARED WITH SIX MONTHS ENDED AUGUST 31, 1996
Consolidated sales for the current year decreased by approximately
$4.7 million, or by 21.1% when compared with the prior year, caused primarily
by the disposals of Puma and H&H, which together produced sales in the first
six months of the prior year of $5.1 million. Sales at Dowling's for the first
six months exceeded the prior year by $690,000 or 9.6%, due mainly to increased
market share, and comparatively hotter weather in the second quarter. Sales at
SCPI decreased by $287,000; sales to existing automotive customers decreased by
$1.2 million, primarily as a result of bankruptcies, downsizing and competitive
pressures faced by certain of SCPI's customers. Offsetting this decline were
sales to new automotive customers and of the automotive "wing" product line
aggregating approximately $900,000. The wing sales of $117,000 will not
continue, due to SCPI's sale of that division in the first quarter of the
current year. Sales of non-food pet supplies by SCPI were $581,000 in the first
six months of the current year, compared with $18,000 last year. Sales of pet
supplies first began in the second quarter of the prior year.
Gross profits were approximately $3.4 million, or 19.5% of sales, in
the current year compared with approximately $5.0 million, or 22.3% of sales,
in the prior year period. The lower gross profits were caused by the disposals
of Puma and H&H, which contributed gross profits in the prior year of $1.8
million. Gross profits at SCPI remained relatively unchanged compared with the
prior year, despite the lower sales levels, and gross profits at Dowling's
increased by approximately $270,000, due to higher sales levels and improved
margins.
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Operating, selling and administrative expenses decreased by $2.1
million when compared to the prior year, of which $1.9 million reflected the
disposals of Puma and H&H. The remaining reductions were principally
attributable to savings in corporate overhead expenses.
There was an increase in the provision for doubtful accounts of
$10,000 primarily related to the expected liquidation of one of SCPI's
customers.
The amortization of the excess of cost over net assets acquired
decreased by $124,000 in the current year, due to the disposals of Puma and
H&H.
Interest expense decreased by $76,000 compared to the prior year due
to the disposals of Puma and H&H, as well as lower borrowing levels by
Dowling's and SCPI.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material legal proceedings outstanding against the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter for which this report is filed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10. Agreement of Sale and Purchase by and between Steel
City Products, Inc. and Bearing Service Company of
Pennsylvania dated as of August 18, 1997
27. Financial Data Schedule (EDGAR transmission only)
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
OAKHURST COMPANY, INC.
Date: October 10, 1997 By: /s/ Robert M. Davies
-----------------------
Mr. Robert M. Davies
Chief Executive Officer
Date: October 10, 1997 By: /s/ Mark Auerbach
-----------------------
Mr. Mark Auerbach
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibits
No. Description
--- -----------
10. Agreement of Sale and Purchase by and between Steel
City Products, Inc. and Bearing Service Company of
Pennsylvania dated as of August 18, 1997
27. Financial Data Schedule (EDGAR transmission only)