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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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PH GROUP, INC.
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(Exact name of Small Business Issuer as specified in its charter)
Ohio Commission File No. 0-8115 31-0737351
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
2241 CityGate Drive, Columbus, Ohio 43219
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 416-7250
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Not Applicable
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(Former name or former address, if changed since last report.)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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.
(1) YES X NO (2) YES X NO
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 1,981,148 common shares, without par
value, outstanding as of May 1, 2001.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of the Company, and related notes dated March 31, 2001,
are set forth at pages F-1 through F-4 attached hereto.
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS.
NOTE 1. BASIS OF FINANCIAL PRESENTATION
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The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accounting policies followed by PH Group Inc. (the Company), are set forth
in the Notes to Financial Statements in the Company's Form 10-KSB for the fiscal
year ended December 31, 2000.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments which are necessary for a fair presentation of the
result of operations and financial position for such periods. All such
adjustments reflected in the interim financial statements are considered to be
of a normal and recurring nature. The results of the operations for the
three-month periods ended March 31, 2001 and 2000 are not necessarily indicative
of the results to be expected for the whole year. Accordingly, these financial
statements should be read in conjunction with the financial statements and notes
thereto contained in the Company's annual report on Form 10-KSB for fiscal year
ended December 31, 2000.
NOTE 2. PER SHARE INFORMATION
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For the three months ended:
March 31, 2001 March 31, 2000
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Per Per
Net Income Shares Share Net loss Shares Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
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BASIC EPS
Income (loss) from continuing
Operations and before the
Cumulative effect of the
Change in accounting
Principle, available to
Common stockholders $8,913 1,727,479 $0.01 $(262,762) 1,599,692 ($0.16)
Effect of diluted securities,
Warrants and options - 121,622 - - - -
DILUTED EPS
Income (loss) from continuing
Operations and before the
Cumulative effect of the
Change in accounting
Principle, available to
Common stockholders $8,913 1,849,101 $0.01 $(262,762) 1,599,692 ($0.16)
NOTE 3. GOING CONCERN
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The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business as shown in the accompanying
financial statements. The company had net income of approximately $9,000 in the
first three months of 2001, after recognizing net income of approximately
$98,000 in 2000. Current liabilities exceed current assets by approximately
$1,900,000 at March 31, 2001 as a result of $2,876,000 of bank financing being
shown as a current liability due to the fact that the bank will not extend
longer maturity terms. The Company has a retained deficit of ($1,449,366) and
total stockholders' equity of $65,211 at March 31, 2001. Management continues to
seek additional equity investors and has entered into an agreement with a
financial advisory and consulting firm to advise it with respect to its
financing needs. Additionally, the company has been in discussion with its banks
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and has been able to obtain extensions of existing credit terms for periods
through October of 2001. The Company seeks to continue to improve its margins in
its manufacturing process and has implemented various cost savings plans to
reduce operating expenses. Accordingly, management believes the actions being
taken to improve the Company's operating and financial positions will enable the
Company to continue its profitable operations, realize its assets and satisfy
its liabilities in the normal course of business.
NOTE 4. BANK AGREEMENTS
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At March 31, 2001, the Company had two line of credit agreements with banks.
Under the primary bank agreement, the Company can borrow up to $2,476,000,
subject to certain borrowing base restrictions. Interest is payable monthly at
bank prime plus 3%. The agreement expired on May 7, 2001. The outstanding
balance due was $2,472,914 at March 31, 2001. The Company continues to have
ongoing discussions with the bank regarding extensions of the notes, and is
seeking long-term financing.
Under the second line of credit agreement, the Company can borrow up to
$500,000. Interest is payable monthly at bank prime plus 3%. The entire $500,000
was available at March 31, 2001. Virtually all assets of the Company secure the
loan. The agreement expires on October 21, 2001.
The Company settled an outstanding claim with a former employee during the
quarter. The settlement involves a non-interest bearing note payable in the
amount of $90,000. In exchange for this the Company will receive the common
shares (18,225 shares) and ownership interest held in Vertech Systems, LLC held
by the former employee.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2000
The Company generated $108 thousand in positive cash (net income plus noncash
expenses) in the first quarter 2001 compared to a cash deficit of $164,000 in
the same period of 2000. The close attention to reducing salary, general and
administrative costs, plus the focus on improving manufacturing efficiencies
resulted in a net income for the quarter of approximately $9,000. The profit on
sales of $2.4 million indicates the company has reduced its breakeven point to
approximately $10 million.
The industry's trade association, The Association for Manufacturing Technology
(AMT) reports that orders for machine tools are down 34% through February
compared to the same time period last year. In line with the industry the
company has experienced a significant reduction in new orders that will impact
second and third quarter shipments. However, quoting activity for hydraulic
presses has increased significantly in the first quarter. Based on increased
quoting activity and the company's high conversion rate of quotes to orders,
management believes that the company's backlog should start to increase late in
the second quarter. Should the orders materialize, the company anticipates that
it will record a large percentage of its annual shipments in the fourth quarter.
In 2000 over 40% of the company's shipments were in the fourth quarter.
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NET SALES
Net sales for the first quarter of 2001 totaled $2.4 million, compared to $2.0
million in the same period of 2000. This represents and 18.6% increase from the
previous year. Hydraulic press sales accounted for $1.5 million in the first
quarter 2001, compared to $1.8 in the first quarter of 2000. Injection molding
equipment sold in the period totaling $862 thousand, compared to $69 thousand in
2000. An increased emphasis at the fourth quarter of 2000 to promote plastic
injection molding sales paid dividends in the first quarter of 2001.
While new machinery orders decreased in the first quarter of 2001, quoting
activity for hydraulic presses increased significantly in the quarter compared
to the first quarter 2000.
GROSS MARGIN
Gross margins in the first quarter 2001 are 30.0% of sales, compared with 31.7%
in the same period of 2000. Product mix accounts for most of the difference as
manufacturing costs on the larger columnar presses generally are greater than
the cost of the smaller c-frame presses. The small presses accounted for nearly
60% of sales in the quarter of 2000, compared with 11% in the current period.
Labor (defined here as direct, indirect and overtime) as a percent of net sales
decreased significantly to 7.3% in the period, versus 12.2% in the first quarter
2000. Alternate vendor sources and improved efficiencies have led to the
improvement. This is a continuation of a trend began in the last half of 2000.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, General and Administrative ("SG & A") expenses for the first quarter of
2001 have decreased $181,000 or 22.2% over the comparable 2000 amount. Selling
expenses, which includes commissions paid to outside representatives, marketing
and promotion has decreased $81,000 in the current quarter versus the same
period of 2000. The in-house sales staff has increased a direct selling
initiative that has lessened the reliance on outside sales reps, thus reducing
commissions. Salary costs account for the other major portion of the change,
having decreased $78,000. This is primarily due to the reduction of engineering,
accounting and other support salaries, as the result of the decline in incoming
orders.
As a percent of net sales, SG&A represented 26.2% in the first quarter 2001
compared to 39.9% in the first quarter 2000.
INTEREST EXPENSE
Interest expense in the first quarter 2001 was 10.4% or $11,000 greater than in
the same period of 2000. Heavy reliance on available sources of debt has offset
interest rate decreases by the Fed to result in the increase.
INCOME TAXES
For the period ended March 31, 2001 and 2000, no tax provision has been accrued
due to the availability of loss carry forwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for operating expenses and capital
expenditures. These cash requirements have historically been met through a
combination of cash flow from operations and bank lines of credit.
Cash provided in operations in the first quarter of 2001 totaled $307,000. Major
factors contributing to this result was the net income of $9,000 and a decrease
of accounts receivable of $1,371,000 due to the
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collection of accounts. Increases in inventory of $488,000 and a decrease in
accounts payable of $410,000 resulted in major cash usage. Customer deposits
decreased $108,000 in the quarter further using cash.
Financing activities used $274,000 of cash flow. This was primarily due to the
pay down on the line of credit and bank term debt.
Investing activities used $71,000 of cash flow. This was primarily the result
of the purchased interest in Vertech Systems LLC.
The Company generated $108 thousand in positive cash (net income plus noncash
expenses) in the first quarter 2001 compared to a cash deficit of $164,000 in
the same period of 2000.
REGARDING "FORWARD-LOOKING" STATEMENTS
The foregoing outlook contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that are based on current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from current expectations due to a number of
factors, including general economics; competitive factors and pricing pressures;
shifts in market demand; the performance and needs of industries served by the
Company's business; actual future costs of operating expenses such as material,
wages and benefits; actual cost of continuing investments in technology; the
availability of capital to finance possible growth; the ability of management to
implement Company strategy of acquisitions and process improvements; and the
risks described from time to time in the Company's SEC reports.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
On February 28, 2001, the remaining shares of PH Group Inc. common
stock available in the Employee Stock Plan were purchased by various
employees at a cost of $.0625 per share. Approximately 181,000 shares
were issued as part of this purchase.
Item 3. Defaults Upon Senior Securities
Currently, the Company's two line of credit agreements with two banks
expire on May 7 and October 21, 2001 respectively. One credit agreement
is with a bank to borrow up to $2,476,000, subject to certain borrowing
base restrictions, which expires on May 7, 2001. At March 31, 2001,
both parties had not signed the extension agreement. All borrowings
under bank lines of credit totaling $2,473,000 at March 31, 2001 are
classified as a current liability.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Not applicable
(b) Reports on Form 8-K: No reports on Form 8-K were filed
during the quarter.
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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.
PH Group Inc.,
an Ohio Corporation
Date: May 11, 2001 By: \s\ Charles T. Sherman
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Charles T. Sherman
President
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
BALANCE SHEETS
2001 2000
MARCH 31 DEC. 31
ASSETS (UNAUDITED)
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CURRENT ASSETS
Cash $14,092 $52,402
Accounts Receivable $2,346,668 $3,734,596
Inventories $1,591,361 $1,093,125
Other Current Assets $82,312 $92,545
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Total Current Assets $4,034,433 $4,972,668
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PROPERTY AND EQUIPMENT, AT COST
Office Equipment $760,830 $807,239
Manufacturing Equipment $1,420,573 $1,421,707
Leasehold Improvements $694,844 $690,172
Vehicles $107,518 $107,518
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$2,983,765 $3,026,636
Less: Accumulated Depreciation & Amortization ($1,603,823) ($1,583,072)
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Net Property and Equipment $1,379,942 $1,443,564
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OTHER NON-CURRENT ASSETS
Goodwill, net $972,762 $982,213
Other Noncurrent Assets, Net $435,891 $380,555
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Total Other Non-Current Assets $1,408,653 $1,362,768
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TOTAL ASSETS $6,823,028 $7,779,000
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The accompanying notes are an integral part of the financial statements.
F-1
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
BALANCE SHEETS
2001 2000
MARCH 31 DEC. 31
LIABILITIES (UNAUDITED)
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CURRENT LIABILITIES
Checks issued in excess of bank balance $80,413 $182,064
Accounts payable $1,936,427 $2,259,937
Current Portion of Debt $3,285,219 $3,525,170
Accrued Expenses $260,154 $417,823
Customer Deposits $372,376 $480,364
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Total Current Liabilities $5,934,589 $6,865,358
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NONCURRENT LIABILITIES
Long-Term Liabilities $535,728 $558,107
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Total Noncurrent Liabilities $535,728 $558,107
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Total Liabilities $6,470,317 $7,423,465
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Common Stock Subject To Repurchase, 118,750
shares issued and outstanding at redemption
value $ 287,500 $287,500
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SHAREHOLDERS' EQUITY(DEFICIT)
Common Stock, at stated value, .008 per share,
authorized 10,000,000 shares $14,751 $13,180
Additional Paid- In Capital $1,499,826 $1,513,134
Accumulated Deficit ($1,449,366) ($1,458,279)
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Total Shareholders' Equity(Deficit) $65,211 $68,035
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TOTAL LIABILITIES AND SHAREHOLERS' DEFICIT $6,823,028 $7,779,000
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The accompanying notes are an integral part of the financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED MARCH 31
2001 2000
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NET SALES $2,424,144 $2,043,740
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Cost of Goods Sold $1,697,940 $1,396,781
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Gross Margin $726,204 $646,959
Selling, General and
and Administrative Expense $634,227 $814,746
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Income(Loss) From Operations $91,977 ($167,787)
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Other Income (Expense)
Interest Expense ($111,525) ($101,021)
Other, net $28,461 $6,046
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Total Other (Expense) ($83,064) ($94,975)
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Income(Loss) Before Income Taxes $ 8,913 ($262,762)
Provision for Income Taxes $0 $0
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NET INCOME(LOSS) $ 8,913 $ (262,762)
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NET INCOME (LOSS) PER COMMON SHARE
Basic and Diluted Earnings(Loss) per Share $ 0.01 $ (0.16)
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Weighted Average Shares Outstanding
Basic 1,727,479 1,599,692
Diluted 1,849,101 1,599,692
The accompanying notes are an integral part of the financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED MARCH 31
2001 2000
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Cash Flow From Operating Activities
Net Income(Loss) $ 8,913 $ (262,762)
Adjustments to reconcile net income to
net cash provided by (used in):
Depreciation and amortization $97,459 $98,822
(Gain)loss on sale of property and equipment $3,328 ($741)
Bad debt expense $7,500 $0
Provision for loss reserve for inventory obsolescence ($10,296) $0
Changes in Assets and Liabilities Affecting Cash
Flows from Operating Activities:
Accounts Receivable $1,370,708 $125,485
Inventory ($487,940) ($589,457)
Other Current Assets $9,383 $99,261
Other Non Current Assets ($1,509) ($33,042)
Accounts Payable ($425,161) ($102,701)
Income Taxes $0 $0
Accrued Expenses ($157,669) ($138,851)
Customer Deposits ($107,988) $420,965
Deferred Compensation $0 $1,250
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Net Cash (Used) Provided By Operating Activities $306,728 ($381,771)
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Cash Flows from Investing Activities
Repayments from related parties $850 $0
Purchase in investment in LLC ($64,849) $0
Capital Expenditures for Property and Equipment ($6,972) ($1,590)
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Net Cash Used In Investing Activities ($70,971) ($1,590)
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Cash Flows from Financing Activities
Net (payments on) borrowings on debt obligations ($262,350) $438,785
Repurchase of common stock ($25,151) $0
Proceeds from issuance of Common Stock $13,414 $150
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Net Cash Provided by (Used In) Financing Activities ($274,067) $438,935
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Net Increase (Decrease) in Cash ($38,310) $55,574
Cash, Beginning of Period $52,402 $9,958
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CASH, END OF PERIOD $14,092 $65,532
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PH Group Inc. paid $ 88,525 in cash for interest in the
first quarter 2001 and $101,021 in 2000.
The accompanying notes are an integral part of the financial statements.
F-4