U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB |X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended February 29, 2000 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1939 For the transition period from _______ to _________ Commission File Number: 0-21679 HERTZ TECHNOLOGY GROUP, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 13-3896069 - --------------------------------- ------------------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) identification number) 75 Varick Street 10013 - ---------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) 212-634-4000 --------------------------------- (Issuer's telephone number) - -------------------------------------------------------------------------------- (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. April 13, 2000 Common Stock, par value $.001 per share 2,129,082 - ------------------------ ------------------ Class Shares Outstanding HERTZ TECHNOLOGY GROUP, INC. FEBRUARY 29, 2000 INDEX Page ---- PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of February 29, 2000 and August 31, 1999 3 Consolidated Statements of Operations for the three months and six months ended February 29, 2000 and February 28, 1999 4 Consolidated Statements of Cash Flows for the three months and six months ended February 29, 2000 and February 28, 1999 5 Consolidated Statements of Stockholders Equity for year ended August 31, 1999 and six months ended February 29, 2000 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of financial condition and results of operations for the three months and six months ended February 29, 2000 8-11 PART II. Other Information Item 2. Changes in securities and use of proceeds 12 Item 4. Submission of matters to a vote of security holders 12 SIGNATURES 13 -2- PART I FINANCIAL INFORMATION HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS FEBRUARY 29, AUGUST 31, ------------ ---------- 2000 1999 ---- ---- Unaudited Audited CURRENT ASSETS: Cash $ 30,494 $ 32,456 Marketable securities 1,021,053 1,592,158 Accounts receivable, less allowance for doubtful accounts of $96,133 1,082,454 1,033,726 Inventories, net 698,349 669,601 Prepaid expenses and other current assets 187,883 282,790 ----------- ----------- Total current assets 3,020,233 3,610,731 ----------- ----------- PROPERTY AND EQUIPMENT, net 1,617,070 1,783,728 ----------- ----------- GOODWILL, net of accumulated amortization of $123,845 and $86,349 respectivelly 206,788 244,284 ----------- ----------- Deferred Tax 136,173 136,173 OTHER ASSETS 371,312 308,075 ----------- ----------- Total assets $ 5,351,576 6,082,991 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY FEBRUARY 29, AUGUST 31, ------------ ---------- 2000 1999 ---- ---- CURRENT LIABILITIES: Accounts payable $ 125,097 $ 261,688 Notes payable 135,247 126,666 Current Portion of capital lease obligations 55,341 46,974 Accrued expenses - other current payables 174,481 237,570 ----------- ----------- Total current liabilities 490,166 672,898 ----------- ----------- NONCURRENT LIABILITIES: Notes payable to banks and others 23,061 126,667 Capital lease obligation, net of current portion 139,593 194,318 ----------- ----------- Total noncurrent liabilities 162,654 320,985 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.001 par value: 6,000,000 and 3,000,000 shares authorized at February 29, 2000 and August 31, 1999, (respectively) 2,307 2,307 Additional paid-in capital 5,837,889 5,837,889 Less: Treasury Stock, 177,868 shares at cost (286,016) (286,016) Accumulated Deficit (855,424) (465,072) ----------- ----------- Total stockholders' equity 4,698,756 5,089,108 ----------- ----------- Total liabilities and stockholders' equity $ 5,351,576 $ 6,082,991 =========== =========== The accompanying notes are an integral part of these consolidated statements -3- HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 29, 2000 AND 1999 (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED ------------------ ---------------- FEBRUARY 29, FEBRUARY 29, ------------ ------------ 2000 1999 2000 1999 ----------- ----------- ----------- ----------- NET SALES $ 1,700,868 $ 1,385,404 $ 3,280,316 $ 3,272,838 COST OF GOODS SOLD 967,910 688,736 1,798,052 1,741,066 ----------- ----------- ----------- ----------- Gross Profit 732,958 696,668 1,482,264 1,531,772 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,058,548 1,009,591 1,931,619 1,971,615 ----------- ----------- ----------- ----------- Operating loss (325,590) (312,923) (449,355) (439,843) OTHER INCOME (EXPENSE) Other 17,949 (9,290) 23,508 (3,170) Interest, net 11,003 15,924 35,495 41,828 ----------- ----------- ----------- ----------- Loss before provision for income taxes (296,638) (306,289) (390,352) (401,185) PROVISION FOR INCOME TAXES 0 0 0 (24,821) ----------- ----------- ----------- ----------- Net loss $ (296,638) $ (306,289) $ (390,352) $ (376,364) =========== =========== =========== =========== NET LOSS PER SHARE - BASIC $ (0.14) (0.14) (0.18) (0.18) =========== =========== =========== =========== NET LOSS PER SHARE - DILUTED $ (0.14) (0.14) (0.18) (0.18) =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 2,129,082 2,126,606 2,129,082 2,138,040 =========== =========== =========== =========== Diluted 2,129,082 2,126,606 2,129,082 2,138,040 =========== =========== =========== =========== The accompanying notes are an integral part of these consolidated statements -4- HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW SIX MONTHS ENDED FEBRUARY 29, 2000 AND 1999 (UNAUDITED) SIX MONTHS ENDED ---------------- FEBRUARY 29, ------------ 2000 1999 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ (390,352) $ (376,364) Adjustments to reconcile net income to net cash provided by activities- Amortization Of Goodwill 37,496 30,921 Depreciation and amortization 252,984 177,446 Allowance for doubtful accounts 0 (32,611) Changes in operating assets and liabilities Accounts receivable (48,728) 1,547,539 Inventories (28,748) 68,608 Prepaid expenses and other current assets 94,907 (73,880) Other assets 24,095 (46,592) (Purchase) Sale of Marketable Securities 571,105 (495,491) Accounts payable and accrued expenses (199,680) (609,765) Current Portion of lease 8,367 Current Portion of Notes Payable 8,581 Other liabilities (2,717) ----------- ----------- Net cash provided by operating activities 330,025 187,094 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for property and equipment (86,325) (66,004) Software Development Costs (87,332) ----------- ----------- Net cash used in investment activities (173,657) (66,004) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of Capital Lease Obligations (54,725) 0 Purchase of Treasury Stock 0 (109,641) Repayment of Notes Payable (103,606) (126,667) ----------- ----------- Net cash used in financing activities (158,330) (236,308) ----------- ----------- Net decrease in cash and cash equivalents (1,962) (115,218) CASH and cash equivalents, beginning of period 32,456 140,254 ----------- ----------- CASH and cash equivalents, end of period $ 30,494 $ 25,036 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 12,183 $ 11,782 - ------------- Income taxes paid $ 0 $ 24,579 - ----------------- The accompanying notes are an integral part of these consolidated statements -5- HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR YEAR ENDED AUGUST 31, 1999 AND THREE MONTHS ENDED FEBRUARY 29, 2000 Retained Additional Earnings Common Paid- in Treasury (Accumulated Stock Capital Stock Deficit) Total ----------- ----------- ----------- ----------- ----------- BALANCE, August 31, 1998 $ 2,257 $ 5,772,189 $ (108,028) $ 229,799 $ 5,896,217 Net Loss -- -- -- (694,871) (694,871) Issuance of shares for purchase of - Remote 50 65,700 65,750 Treasury stock -- -- (177,988) -- (177,988) ----------- ----------- ----------- ----------- ----------- BALANCE, AUGUST 31, 1999 $ 2,307 $ 5,837,889 $ (286,016) $ (465,072) $ 5,089,108 Net Loss (390,352) (390,352) ----------- ----------- ----------- ----------- ----------- BALANCE, February 29, 2000 $ 2,307 $ 5,837,889 $ (286,016) $ (855,424) $ 4,698,756 (unaudited) =========== =========== =========== =========== =========== The accompanying notes are an integral part of these consolidated statements -6- HERTZ TECHNOLOGY GROUP, INC. Notes to Consolidated Financial Statements (Unaudited) FEBRUARY 29, 2000 1. BASIS OF PRESENTATION AND OPERATIONS The accompanying consolidated financial statements are unaudited and in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation in accordance with generally accepted accounting principles and with the instructions to Form 10-QSB. Operating results for the three month and six month periods ended February 29, 2000 are not necessarily indicative of the results that may be expected for the year ended August 31, 2000. For further information, refer to the financial statements and footnotes thereto included in the Hertz Technology Group, Inc. ("Hertz" or the "Company") audited financial statements for the year ended at August 31, 1999. 2. EARNINGS PER SHARE No diluted EPS is presented, for the three month and six month periods ended on February 29, 2000 and 1999, as the effect of dilutive securities would be anti-dilutive on loss per common share. 3. STOCK DIVIDEND At a special meeting held on April 16, 1999, the Board of Directors of the Company approved a 100% stock dividend payable on May 18, 1999 to stockholders of record on April 29, 1999. As a result of the stock dividend each of the Company's Class A Warrants are exercisable to purchase two shares of Common Stock at a price of $8.25 per share. All share and per share data included in this report have been restated to reflect this as a stock split. -7- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 29, 2000 General The Company offers full service for Novell(R) and Microsoft(R) networking -------- ------------ solutions, Internet and Web related services including high speed communication services such as T1 and DSL from companies such as Northpoint(R) and ------------- BellAtlantic(R) under the "RemoteIT.com" name, through its RemoteIT.com - --------------- -------------- subsidiary. The Company custom designs and assembles personal workstations, networking, communication and WEB servers under the "Hertz Computer(R)" name ------------------- through its Hertz Computer subsidiary. Through its Edutec(R) subsidiary, the --------- Company offers customizable state-of-the-art training rooms at its New York City headquarters. These rooms are equipped with the latest PC workstations and A/V presentation technology. RemoteIT.com. Hertz Computer and Edutec comprise the Technology Group. The Company also designs, manufactures and sells ergonomically engineered modular technical office furniture, open racking systems, data and communications cabinets and enclosures, personal workstations, training desks, assembly workbenches, KVM switches and other technical workspace solutions under the "Hergo(R)" name through its Hergo subsidiary. The Company, through its LAN ---------- Metal division provides custom specialty metal manufacturing and fabrication products and also manufactures the line of Hergo products. Together Hergo and LAN comprise the "Hergo Group." Three Months and Six Months Ended February 29, 2000 compared to Three Months and Six Months Ended February 28, 1999 Revenues Company sales for the three months ended February 29, 2000, were $1.70 million, compared to $1.39 million for the period ended February 28, 1999, a 22% increase. Net sales for the six months ended February 29, 2000 were $3.28 million compared to $3.27 million for the six month period ended February 28, 1999. For the three months ended February 29, 2000 the Hergo Group sales were $1,326,000 compared to sales of $1,197,000 last year for the comparable period, an increase of $129,000 (11%). The Hergo Group sales for the six months ended February 29, 2000 were $2,557,000 compared to $2,624,000 for the six month period ended February 28, 1999, a $67,000 (3%) decrease. The division rebounded in its sales for the last quarter. The Company believed, as was mentioned in last quarter's 10-QSB, that buyers in the technology areas may have been preoccupied with Y2K issues and as a result, some buying may have been postponed to this quarter. The Technology Group sales for the quarter ended February 29, 2000 were $374,000 compared to $188,000 for the comparable period in the previous year, an increase of 99%. For the six months ended February 29, 2000 Technology Group sales were $723,000 compared to $648,000 for the six months ended February 28, 1999, an increase of 12%. The Technology Group was -8- beefed up in March 1999 with the inclusion of RemoteIT.com. As a result, sales have started to bring up revenues within the Technology Group. Gross Profit Gross profit was $733,000 (43% of net sales) for the three months ended February 29, 2000 as compared with $697,000 (50% of net sales) for the three months ended February 29, 1999, an increase of $36,000. Gross profit was $1,482,000 (45% of net sales) and $1,532,000 (47% of net sales) for the six months ended February 29, 2000 and February 28,1999, respectively, a decrease of $50,000. Gross profit generated from the Hergo division for the three months and six months ended February 28, 2000 was $663,000 (50% of net sales) and $1,327,000 (52% of net sales) compared to $665,000 (56% of net sales) and $1,415,000 (54% of net sales) for the three months and six months ended February 28, 1999. Lower gross profit for the quarter was primarily attributable to higher labor and utility costs. Gross profit generated from the Technology Group for the three months ended February 29, 2000 was $70,000 (19% of net sales) compared to $32,000 ( 17% of net sales) for the comparable three month period last year. Gross profit for the Technology Group for the six months ended February 29, 2000 was $155,000 (21% of net sales) compared to gross profit of $ 117,000 (18% of net sales) for the six month period ended February 28, 1999. Higher value added services generated by the RemoteIT division has created higher gross profit margins for the Technology Group as compared with the previous year which only included computer hardware sales. Selling, General and Administrative Selling, general, and administrative expenses increased for the quarter ended February 29, 2000 as compared to the preceding period by $49,000 and decreased by $40,000 for the six months ended February 29, 2000 compared to the six months ended February 28, 1999. Despite the fact that the Company had generally reduced Selling, General and Administrative expenses in the previous quarter, due to the establishment of RemoteIT.com, additional SG&A expenses were incurred during the current quarter including additional sales, administration and accounting salaries, employee benefits, utilities and office expenses. Selling expenses increased in the Hergo Group with additional travel, telemarketing and advertising. Other Income (Expense): Other income for the three months and six months ended February 29, 2000 were $18,000 and $24,000 compared to other expense of $9,000 and $3,000 for the comparable periods last year. Net interest income for the three months and six months ended February 29, 2000 decreased by $5,000 and $6,000 for the comparable periods last year. The decrease in interest income was primarily due to the reduction of marketable securities balances during the twelve months. -9- Provision for Income Taxes The Company recorded no tax benefit for the three-month period ended February 29, 2000 and February 28, 1999 as well as the six month period ended February 29, 2000. The tax benefit for the six months ended February 28, 1999 was $25,000. Net Income and Earnings Per Share Operations for the three months ended February 29, 2000 resulted in a loss of approximately $297,000 or $.14 per share compared to a loss of $306,000 or $.14 per share for the three months ended February 28, 1999. Operations for the six months ended February 29, 2000 resulted in a loss of approximately $390,000 or $.18 per share compared to a loss of approximately $376,000 or $.18 per share for the comparable period last year. Liquidity and Capital Resources For the six months ended February 29, 2000, the Company had cash provided by operations of $330,000, as compared to cash flow from operations of $187,000, for the comparable period last year. In the current year the bulk of the cash provided was generated from the sale of marketable securities. In the previous year there was a significant amount of year end accounts receivable which provided the operating cash. Net purchases of fixed assets for the six months ended February 29, 2000, were $86,000 as compared to $66,000 for the six months ended February 28, 1999. The Company, as of February 29, 2000 had working capital of $2,530,000 of which $1,052,000 was in cash and marketable securities, which are available to fund the Company's operations and expansion plan. -10- Special Note Regarding Forward-Looking Statements Certain statements under the caption "Management's Discussion and Analysis" and elsewhere in this Form 10-QSB constitute "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934. Words "believe," "expect," "future," "intend," "plan," and similar expressions as they relate to the Company or the Company's management identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, competition, success of new product development, effect of advertising and promotional efforts, brand awareness, the existence of or adherence to development schedules, continued patronage by existing customers, the ability to attract qualified managerial personnel, the existence or absence of adverse publicity, changes in business strategy or development plans, quality of management and terms and deployment of capital, business abilities and judgment of personnel and success in acquiring businesses. -11- PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS (a) As a result of a 100% stock dividend paid on May 18, 1999, each of the Company's Class A Warrants became exercisable to purchase two (2) shares of the Common Stock at a price of $8.25 per share. In addition, the market price at which the shares of the Company's Common Stock must trade before the Company may redeem the warrants has been reduced to $13.13 per share. The Warrants are exercisable through November 11, 2001. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS a. The Company held an annual meeting of security holders on February 16, 2000. b. The following directors were re-elected for another year: Eli E. Hertz I. Marilyn Hertz Barry J. Goldsammler Beryl Ackerman Bruce Borner c. Each of the above nominees received in excess of 1,910,000 shares in favor of his election. No more than 14,000 shares were voted against the election of any nominee. The other matters voted upon at the meeting and the number of votes cast for, against or abstained for each such matter were as follows: 1. For the appointment of Goldstein Golub Kessler LLP as auditors for the fiscal year ending August 31, 2000: For: 1,919,463 Against: 18,381 Abstain: 180 2. For the proposal to amend the Company's Certificate of Incorporation to increase the authorized capital stock to 6,000,000 shares: For: 1,924,287 Against: 13,467 Abstain: 210 3. For the proposal to increase the number of stock options available under the 1996 Stock Option Plan to 750,000 shares: For: 1,258,985 Against: 35,054 Abstain: 950 -12- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant, caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hertz Technology Group, Inc /s/ Eli E. Hertz Dated: 04/14/00 ---------------------------------------- Eli E. Hertz, Chairman, President And Chief Executive Officer /s/ Barry J. Goldsammler Dated: 04/14/00 ---------------------------------------- Barry J. Goldsammler, Chief Financial and Accounting Officer -13-