1
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, 1999
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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)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 279-8877
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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: 1,677,386 common shares, without par
value, outstanding as of April 30, 1999.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
BALANCE SHEET
1999 1998
MARCH 31 DEC. 31
ASSETS (UNAUDITED)
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Current Assets
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Cash $ 3,104 $ 5,862
Accounts Receivable $ 2,674,898 $ 3,974,134
Federal and State Income Tax Receivables $ 86,914 $ 157,646
Inventories $ 3,195,629 $ 2,942,799
Deferred Income Taxes $ 186,300 $ 186,300
Other Current Assets $ 156,220 $ 85,260
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Total Current Assets $ 6,303,065 $ 7,352,001
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Property and Equipment, at cost
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Office Equipment $ 765,274 $ 756,890
Manufacturing Equipment $ 1,110,802 $ 1,090,015
Leasehold Improvements $ 281,821 $ 281,821
Vehicles $ 140,271 $ 140,271
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$ 2,298,168 $ 2,268,997
Less: Accumulated Depreciation & Amortization $(1,397,153) $(1,329,574)
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Net Property and Equipment $ 901,015 $ 939,423
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Other Non-Current Assets
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Land Held for Investment $ 20,570 $ 20,570
Goodwill, net $ 692,767 $ 698,030
Deferred Income Taxes, Net $ 287,500 $ 287,500
Other Noncurrent Assets, Net $ 261,499 $ 285,261
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Total Other Non-Current Assets $ 1,262,336 $ 1,291,361
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TOTAL ASSETS $ 8,466,416 $ 9,582,785
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See notes to the financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
BALANCE SHEET
1999 1998
MARCH 31 DEC. 31
LIABILITIES (UNAUDITED)
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Current Liabilities
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Accounts Payable $ 2,142,896 $ 2,285,591
Current Portion of Debt $ 2,728,288 $ 3,281,539
Accrued Expenses $ 413,813 $ 460,257
Customer Deposits $ 814,285 $ 924,949
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Total Current Liabilities $ 6,099,282 $ 6,952,336
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Noncurrent Liabilities
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Long-Term Debt (less current portion) $ 676,518 $ 951,068
Deferred Compensation $ 14,289 $ 12,083
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Total Noncurrent Liabilities $ 690,807 $ 963,151
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Total Liabilities $ 6,790,089 $ 7,915,487
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Common Stock Subject To Repurchase, 125,000
shares issued, 93,750 shares outstanding $ 262,500 $ 262,500
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Shareholders' Equity
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Common Stock, with no par value, authorized 10,000,000
shares; issued and outstanding at stated value
(1999 - 1,526,636; 1998 - 1,519,846) $ 12,211 $ 12,157
Additional Paid- In Capital $ 1,412,199 $ 1,403,321
Retained Earnings (accumulated deficit) $ (10,583) $ (10,680)
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Total Shareholders' Equity $ 1,413,827 $ 1,404,798
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TOTAL LIABILITIES AND EQUITY $ 8,466,416 $ 9,582,785
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See notes to the financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS ENDED MARCH 31
1999 1998
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NET SALES $ 2,831,953 $ 4,200,528
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Cost of Goods Sold $ 2,031,211 $ 2,951,433
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Gross Margin $ 800,742 $ 1,249,095
Selling, General and
and Administrative Expense $ 731,951 $ 974,327
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Income From Operations $ 68,791 $ 274,768
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Other Income (Expense)
Interest Expense $ (73,278) $ (78,368)
Other, net $ 4,728 $ 10,235
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Total Other (Expense) $ (68,550) $ (68,133)
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Income Before Income Taxes $ 241 $ 206,635
Provision for Income Taxes $ 0 $ 73,000
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NET INCOME $ 241 $ 133,635
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PER SHARE DATA:
Basic Earnings per Share $ 0.00 $ 0.09
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Diluted Earnings per Share $ 0.00 $ 0.09
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Weighted Average Shares Outstanding
Basic 1,525,694 1,438,079
Diluted 1,647,774 1,536,539
See notes to the financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31
1999 1998
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Cash Flow From Operating Activities
Net Income $ 241 $ 133,635
Adjustments to Reconcile Net Income to
Net Cash Provided:
Depreciation and Amortization $ 96,607 $ 74,969
Loss on Sale of Property and Equipment $ 3,667
Changes in Assets and Liabilities Affecting Cash
Flows from Operating Activities:
Accounts Receivable $ 1,299,236 $ (986,621)
Inventory $ (252,830) $ 139,487
Other Current Assets $ (70,960) $ 26,247
Other Non Current Assets $ (618) $ 70,621
Accounts Payable $ (142,695) $ 665,860
Income Taxes $ 70,732 $ (316,987)
Accrued Expenses $ (46,444) $ (256,035)
Customer Deposits $ (110,664) $ (363,483)
Deferred Compensation $ 2,206 $ 2,501
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Net Cash (Used) Provided By Operating Activities $ 844,811 $ (806,139)
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Cash Flows from Investing Activities
Capital Expenditures for Property and Equipment $ (29,171) $ (66,050)
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Net Cash Used In Investing Activities $ (29,171) $ (66,050)
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Cash Flows from Financing Activities
Payments of Debt Obligations $(2,522,801) $(2,142,386)
Proceeds from Debt Obligations $ 1,695,000 $ 2,976,300
Proceeds from issuance of Common Stock $ 9,403 $ 35,530
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Net Cash Provided by (Used In) Financing Activities $ (818,398) $ 869,444
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Net Decrease in Cash $ (2,758) $ (2,745)
Cash, Beginning of Period $ 5,862 $ 7,789
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CASH, END OF PERIOD $ 3,104 $ 5,044
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PH Group Inc. paid $ 73,278 in cash for interest in the first quarter 1999 and
$78,368 in 1998.
See notes to the financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of the Company, and related notes dated March 31, 1999,
are set forth at pages F-1 through F-4 attached hereto.
NOTES TO THE 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 Note 1 of the Notes to financial statements in the Company's Form 10-KSB for
the fiscal year ended December 31, 1998.
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, 1999 and 1998 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, 1998.
Note 2. Per Share Information
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The Company presents earnings per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Net
income per common share is computed based on the weighted average number of
common shares and common share equivalents (stock options) outstanding during
each period. Basic earnings per share excludes dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is
computed by dividing income available to common shareholders by the diluted
weighted average number of common shares outstanding during the period, which
includes the dilutive potential common shares associated with outstanding stock
options. There are no adjustments to net income necessary in the calculation of
basic and diluted earnings per share. On January 2, 1998, a five-for-four stock
split was affected whereby one additional common share was issued for each four
common shares outstanding to shareholders of record on December 15, 1997.
Accordingly, per share data and weighted average common shares outstanding for
all periods presented in the accompanying financial statements are reflective of
this split.
Note 3. Vertech Acquisition
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Effective April 1, 1999 (the "closing Date"), PH Group Inc. purchased
substantially all of the assets of Vertech Systems, LLC, a Delaware limited
liability company with operation based at 6125 West Sam Houston Parkway, North,
Suite 406, Houston, Texas ("Seller"), pursuant to an Amended and Restated Asset
Purchase Agreement between the Seller, and PH Group Inc. dated April 1, 1999
(the "Agreement"). Prior to the Closing Date, the Seller was engaged in the
design, manufacture and sale of small insert injection molding machines (the
"Business").
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PH Group Inc. purchased, among other things, all of the Seller's
licenses and permits, deposits, inventory, equipment, accounts receivable and
purchase orders including all work in progress. Under the Agreement, Seller
licensed to PH Group Inc. certain intangible assets, relating to the Business
including all of Seller's trademarks, trade names, trade secrets, corporate
names, designs, patents and other intellectual property related to the Business.
Upon payment in full of the promissory notes described below, title to the
intangible assets transfers to PH Group Inc.
As consideration for the sale and purchase of the assets and the
license of the intangible assets, PH Group Inc.:
(i) delivered a promissory note in the principal amount of
$650,000 payable over approximately four years,
(ii) assumed certain contractual obligations of the Seller
including certain trade payables not exceeding $100,000 in the
aggregate,
(iii) delivered a promissory notes in the principal amount of
$350,000 payable over two years,
(iv) paid the Seller $25,000 at closing in addition to the $25,000
already paid the Seller,
(v) issued 50,000 shares of common stock of PH Group Inc. to the
members of the Seller,
(vi) agreed under Section 3.2 of the Agreement to make certain
contingent payments to the Seller in the future based on a
certain percentage of the gross revenue (less deductions)
derived from the sale of Vertech machines (as defined in the
Agreement), and
(vii) agreed under Section 3.3 of the Agreement to make certain
royalty payments to the Seller in the future based on a
certain percentage of the gross revenue (less deductions)
derived from the sale of Vertech machines (as defined in the
Agreement).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Results of Operations
Three months ended March 31, 1999 as Compared to Three months ended March 31,
1998
Net Sales
Net sales for the first quarter of 1999 totaled $2.8 million, a 32.6% decrease
from the same period in 1998. Hydraulic press sales decreased 28% in the first
quarter 1999 compared with the first quarter 1998, while injection molding
equipment sales decreased 49% in the same period. The volume of orders was
comparable in both quarters, but there was a significant difference in product
size and type. This impacted selling prices of the machinery delivered. Sales
were also negatively impacted by timing of receipts of key component parts in
the quarter, forcing deliveries into the next quarter.
New machinery orders decreased 68.0% in the first quarter of 1999 compared to
the first quarter 1998. The machine tool industry as a whole has seen a slow
down in capital spending in the first quarter of 1999. Despite this, quoting
activity remains strong with record levels of hydraulic press quotations for the
first quarter. Parts and service orders increased by 239% or $82,000 during the
first quarter of 1999.
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Gross Margin
Gross margins in the first quarter 1999 on our core press business have been
meeting or exceeding historical levels. Gross margins on injection molding
equipment were below comparable margins in the first quarter of 1998. In the
first quarter of 1998 a large, multiple injection molding machine order was
shipped. This allowed quantity purchase discounts and repetition in
manufacturing processes. We were not able to duplicate this type of order in
1999.
Labor as a percent of sales increased to 10.7% versus 8.7% in the first quarter
1999. This increase is, in part, due to a wage rate increase.
Selling, General and Administrative
Selling, General and Administrative ("SG & A") expenses for the 1999 quarterly
period have decreased $242,000 or 24.9% over the comparable 1998 amount.
Personnel reductions decreased salary cost $134,000. This is primarily due to
the elimination of duplicated services at the Company's Romulus, MI facility.
Reductions in accrued bonuses and payroll related expenses accounted for an
additional $44,000 of the decrease.
As a percent of sales, SG&A represented 25.8% in the first quarter 1999 compared
to 23.2% in the first quarter 1998. The savings of reduced expenses were off-set
by lower sales levels in the comparative quarters.
Interest Expense
Interest expense to date in the first quarter 1999 was 6.5% less than the same
period in 1998. Cash received for the sale of land held for investment allowed a
large prepayment on the term debt. Cash collections on two long-term press
receivables allowed a paydown on the credit line. Both favorably impacted
interest paid on debt.
Income Taxes
For the year 1999 no tax provision has been accrued due to minimal amounts of
taxable income in the period. In the comparable period of 1998, $73,000 was
accrued based on the earnings before taxes of the period and the effective tax
rate.
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.
The Company has hired an investment bank to raise up to $3.0 million in
long-term capitalization. The increased capitalization will be used to reduce
bank debt, provide working capital and provide funds for acquisitions.
Cash provided by operations in 1999 totaled $854,000, resulting mainly from a
decrease in accounts receivable of $1,299,000 and an increases in inventory of
$253,000. The decrease in accounts receivable was due to strong collection of
accounts in the first quarter 1999, combined with reduced sales levels in the
period. The increase in inventory is the result of delayed shipment of large
jobs until the second quarter of the year.
As part of the Vertech acquisition, the Company made a cash payment of $25,000
towards the purchase of Vertech assets. A payment of $25,000 towards the assumed
accounts payable of Vertech was also made.
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Year 2000 Readiness
The Year 2000 ("Y2K") issue refers to a condition in computer software where a
two-digit field rather than a four-digit field is used to distinguish a calendar
year. Unless corrected, date-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000. This could result in system failures
or miscalculations causing disruptions to various activities and operations.
Such uncorrected condition could significantly interfere with the conduct of the
Company's business, could result in disruption of its operations and could
subject it to potentially significant legal liabilities.
The Company has conducted an assessment of the Y2K issue and the potential
effect it will have on the Company and its business. The Company has prepared a
plan for dealing with the Y2K issue. The Company has taken initiatives in three
general areas: information technology and communication systems, non-information
technology systems, and third party issues.
Information Technology and Communication Systems
In 1998, the Company upgraded the computer network used throughout the
organization. This included a new client server, new desktop computers, and
upgrades and enhancements to those machines not replaced. Upgraded, Y2K
compliant versions of most software packages have been obtained. These include
the Visual Manufacturing, the Company's application system, Novell network
software, Microsoft Office, Auto CAD, and Parametric Technology Corp.'s Pro E.
In addition, the outside payroll provider and mailing system have been upgraded
to be in compliance.
Current areas of potential noncompliance include the Company's fixed asset
system software, the banking communication system software, and potentially the
network router. Other equipment such as fax machines and copy machines may not
be in compliance. The Company expects to have these systems in compliance by the
end of the second quarter of 1999. An outside consultant has been hired to test
the entire system. This testing will completed by the end of the third quarter,
1999.
Non-Information Technologies Systems
The Company has internal non-information technology systems comprised primarily
of a building security systems. The Company is scheduled to move to a new
facility in August, 1999. The Company will ascertain at that time the status of
the new security system.
Third Parties
The Company has third party relationships with key raw materials suppliers and
outside processors. The Company is engaged in an ongoing effort with these and
key suppliers of outsource services including, but not limited to stock
transfer, debt servicing, payroll, banking, and benefit programs. The Company is
engaged in ongoing evaluations of these third parties' Y2K readiness; while
simultaneously advising them of the Company's readiness.
Because the Company's Y2K compliance is dependent upon key third parties also
being Y2K compliant on a timely basis, there can be no guarantee that the
Company's efforts will prevent a material adverse impact on its results of
operations, financial condition and cash flows. The possible consequences to the
Company of not being fully Y2K compliant include temporary plant closings,
delays in the delivery of finished products, delays in the receipt of key
ingredients and supplies, invoice and collection errors, and financing issues,
including payroll. These consequences could have a material adverse impact on
the Company's results of operations, financial condition and cash flows if the
Company is unable to conduct its business in the ordinary course.
The Company currently estimates that the aggregate cost of its Y2K efforts
should not exceed $80,000, of which $45,000 has already been expended for
hardware and software upgrades. The Company believes that such costs will not
have a material impact on results of operations, financial condition or cash
flows.
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Due to the nature of the Company's efforts, actual costs may vary from these
estimates and there are no guarantees regarding the timing or efficiency of
completion.
Contingency Plans
The Company has engaged a system consultant to review all system needs and to
deal with contingency planning. This will be completed in the third fiscal
quarter of 1999, after results of the assessment and remediation in progress
have been ascertained. The Company cannot currently estimate the cost, if any,
associated with contingency planning efforts that may be necessary to complete
the Y2K efforts.
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 5. Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
At December 31, 1998, the Company had a line of credit agreement with a
bank to borrow up to $3,500,000, subject to certain borrowing base
restrictions. At December 31, 1998, the Company was in violation of
certain debt covenants regarding the following: tangible net worth,
debt to tangible net worth ratio, defined cash flow coverage ratio and
annual capital expenditures. On March 30, 1999 the Company obtained a
waiver from the bank with respect of noncompliance. A new loan
agreement has been created between the Company and the bank, but at
this time has not been signed by both parties. All borrowings under the
bank line of credit are classified as a current liability.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
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ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended March 31, 1999.
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 12, 1999 By: /s/ Charles T. Sherman
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Charles T. Sherman
President
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EXHIBIT INDEX
Exhibit No Description Location
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3.1 Amended and Restated Code of Regulations of PH Group *
Inc. (incorporated herein by reference to Exhibit 3.2
of the Company's Quarterly Report on Form 10-QSB for
the quarterly period ended March 31, 1997; Commission
File No. 0-8115)
3.2 Certificate of Inspector of Election as to Approval *
of the Proposal to Amend Sections 2 and 5 of
Article I of the Amended Code of Regulations of PH
Group Inc. to Delete References Therein to "Common"
Shares and to Substitute Therefor "Voting" Shares,
dated April 30, 1998 (incorporated herein by
reference to Exhibit 3.3 of the Company's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1998; Commission File No. 0-8115)
3.3 Amended Code of Regulations of PH Group Inc. Filed electronically herewith
(reflecting amendments through April 30, 1998) [For
SEC reporting compliance purposes only]
27 Financial Data Schedule Filed electronically
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*Incorporated herein by reference.