FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 1998 ---------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 33-17286 -------- LIFSCHULTZ INDUSTRIES, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE No. 87-0448118 ---------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 641 West 59th Street, New York, NY 10019 ---------------------------------------- (Address of principal executive offices) Page 1 (212) 397-7788 --------------------------- (Issuer's telephone number) Not Applicable ------------------------------------------------------- (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 ---- ----- The number of shares of the issuer's common stock outstanding as of December 11, 1998 is 1,117,519 shares. Page 2 PART I- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS -------------------- Lifschultz Industries, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (Unaudited) October 31, 1998 and July 31, 1998 ASSETS 31-Oct-98 31-Jul-98 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 918,000 $ 989,000 Marketable securities 1,017,000 805,000 Trade accounts receivable, net 2,118,000 2,468,000 Related party receivable 68,000 79,000 Deferred income taxes 234,000 234,000 Inventories 2,642,000 2,386,000 Other current assets 313,000 136,000 ----------- ----------- Total current assets 7,310,000 7,097,000 PROPERTY HELD FOR LEASE, NET 1,937,000 2,066,000 PROPERTY AND EQUIPMENT, NET 1,153,000 972,000 LAND 100,000 100,000 DEFERRED INCOME TAXES 550,000 550,000 ----------- ----------- $11,050,000 $10,785,000 =========== =========== The accompanying notes are an integral part of these statements. Page 1 LIABILITIES AND SHAREHOLDERS' EQUITY 31-Oct-98 31-Jul-98 --------- ---------- CURRENT LIABILITIES Notes payable to banks $ 250,000 $ 154,000 Trade accounts payable 802,000 519,000 Income taxes payable 93,000 34,000 Accrued liabilities 862,000 1,318,000 Note payable to shareholder 3,000 3,000 Current maturities of capital lease obligations 31,000 32,000 Current maturities of long-term obligation 2,000 2,000 ------------ ------------ Total current liabilities $ 2,043,000 $ 2,062,000 LONG-TERM OBLIGATION, less current maturities 7,000 7,000 CAPITAL LEASE OBLIGATIONS, less current maturities 107,000 110,000 COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY Convertible preferred stock, par value $0.01; authorized 100,000 shares Series A; issued and outstanding 5,200 shares at October 31 and July 31, 1998 - - Series E; issued and outstanding 21,231 shares at October 31 and July 31, 1998 - - Common stock, par value $0.001; authorized 1,650,000 shares; issued and outstanding, 1,117,519 shares issued at October 31 and July 31 1,000 1,000 Additional paid-in capital 11,060,000 11,060,000 Treasury stock, at cost (22,560 common shares) (157,000) (157,000) Accumulated deficit (2,011,000) (2,298,000) ------------ ------------ Total shareholders' equity 8,893,000 8,606,000 ------------ ------------ $11,050,000 $10,785,000 ============ ============ Page 4 Lifschultz Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS (unaudited) For the three months ended October 31, 1998 1997 ----------- ----------- Net Revenues $ 3,626,000 $ 3,659,000 Cost and expenses: Cost of products sold 1,716,000 1,787,000 Selling, general and administrative 1,172,000 1,330,000 Research and development 412,000 230,000 Interest expense 7,000 13,000 ----------- ----------- $ 3,307,000 $ 3,360,000 ----------- ----------- Earnings before income taxes 319,000 299,000 Income tax expense 32,000 41,000 ----------- ----------- NET EARNINGS $ 287,000 $ 258,000 =========== =========== Net earnings per common - basic 0.26 0.22 =========== =========== Net earnings per common share - assuming dilution 0.24 0.20 =========== =========== The accompanying notes are an integral part of these statements. Page 5 Lifschultz Industries, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the three months ended October 31, 1998 1997 ---------- ---------- Increase (decrease) in cash and cash equivalents Cash flows from operating activities Net Earnings $ 287,000 $ 258,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 42,000 32,000 Amortization of leasehold interest 129,000 124,000 Changes in assets and liabilities: Accounts receivable 350,000 (19,000) Related party receivable 11,000 - Inventories (256,000) (134,000) Deferred Tax - - Other current assets (177,000) (38,000) Accounts payable 283,000 403,000 Accrued liabilities (456,000) (347,000) Income taxes payable 59,000 32,000 ----------- ----------- Total Adjustments (15,000) 53,000 ----------- ----------- Net cash provided (used) by operating activities 272,000 311,000 Cash flows from investing activities Purchase of property and equipment (223,000) (39,000) Purchase of marketable securities (375,000) (169,000) Proceeds from maturities of marketable securities 163,000 164,000 ----------- ----------- Net cash used in investing activities (435,000) (44,000) Page 6 Cash flows from financing activities Principal payments on long-term obligations (1,000) (1,000) Principal payments on capital lease obligations (3,000) - Principal payments on note payable to shareholder - (10,000) Cash received from issuance of long-term debt - - Net change in line of credit 96,000 47,000 Cash received from issuance of common stock - - ----------- ----------- Net cash provided by financing activities 92,000 36,000 Net decrease in cash and cash equivalents (71,000) 303,000 Cash and cash equivalents at beginning of quarter 989,000 901,000 ----------- ----------- Cash and cash equivalents at end of quarter $ 918,000 $1,204,000 =========== =========== Supplemental disclosures of cash flow information - ------------------------------------------------- Cash paid during the quarter for Interest $ 7,000 $ 7,000 Income Taxes $ 3,000 $ 8,000 The accompanying notes are an integral part of these statements. Page 7 Notes to Financial Statements (unaudited) Note 1 - ------ The consolidated financial statements have been prepared by Company without audit, in accordance with generally accepted accounting principles. Pursuant to the rules and regulations of the Securities and Exchange Commission, certain disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed. It is management's belief that the disclosures made are adequate to make the information presented not misleading and reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for the periods presented. The results of operations for the periods presented should not be considered as necessarily indicative of operations for the full year. It is recommended that these consolidated financial statements be read in conjunction with the consolidated financial statements for the year ended July 31, 1998 and the notes thereto included in the Company's Form 10-KSB. Note 2 - ------ Certain reclassifications have been made to the October 31, 1997 three month period financial statements to conform with the October 31, 1998 presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - --------------------------------------------------------------- General - ------- The Company designs, manufactures, and markets scientific and industrial instrumentation and instrument calibration equipment. Historically, the Company's growth has come from an expanding base of new customers and from increasing sales to existing customers. The Company's current and future growth is largely dependent upon its ability to continue increasing instrument sales to new and existing customers and its ability to successfully introduce and market new or enhanced products. The Company anticipates that over the next 12 months, its primary business strategy and emphasis will be on expanding domestic and international instrument sales. Page 8 Results of Operations: - ---------------------- Total revenues for Lifschultz Industries' and its subsidiaries in its first quarter, ended October 31, 1998, decreased 0.9% to $3,626,000 versus $3,659,000 for the same period last year. Revenues for Lifschultz Industries' subsidiary, Hart Scientific (including Hart Scientific's subsidiary, Calorimetry Sciences), were $3,495,000 for the first quarter versus $3,482,000 for the same period last year. Hart Scientific's gross margins were 51% for the current period versus 44% for the same period last year. Management believes that differ- ences in product mix is the main reason for the higher margins in 1998. General and Administrative costs for the first quarter were $626,000 for Hart Scientific versus $737,000 for the same period last year and $178,000 for Lifschultz Industries' subsidiary Lifschultz Fast Freight versus $164,000 for the same period last year. Research and Development costs increased to $412,000 in the first quarter versus $230,000 for the same period last fiscal year (see Note 1 to Financial Statements). Hart Scientific has increased its efforts to develop and introduce new products. Hart Scientific had $335,000 in marketing costs in the first quarter versus $326,000 for the same period last year. Hart plans to continue aggressive efforts to market new products and expand distribution of existing products. Net consolidated earnings increased 11.2% to $287,000 in the first quarter versus $258,000 in the same period last year. Higher margins from product mix accounted for the increased earnings on almost equal revenue versus the prior year's period. Hart Scientific's net profit for the first quarter was $366,000 versus $354,000 for the same period last year. Financial Condition and Liquidity - --------------------------------- The Company's current ratio at October 31, 1998 is 3.57 to 1 versus 3.44 to 1 at July 31, 1998. The current ratio improved to 3.57 to 1 at the end of the current first quarter versus 2.93 on October 31, 1997. Management expects that internal operating cash flow from Hart Scientific and from certain subleases held by Lifschultz Fast Freight will be sufficient to meet the cash needs of the Company during the 1998 fiscal year. Hart Scientific currently has approximately $500,000 remaining on its bank line of credit if these funds are required. Page 9 Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private Securities Litigation Reform Act of 1995. When used in this report, the words "believe," "plan" "expects" and similar expressions are intended to identify forward-looking state- ments within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. All of these forward- looking statements are based on estimates and assumptions made by management of the Company, which although believed to be reasonable, are inherently uncertain and difficult to predict. There can be no assurance that the benefits anticipated in these forward-looking statements will be achieved. The following important factors, among others, could cause the Company not to achieve the benefits contem- plated herein, or otherwise cause the Company's results of opera- tions to be adversely affected in future periods: (i) continued or increased competitive pressures from existing competitors and new entrants; (ii) unanticipated costs related to the Company's growth and operating strategies; (iii) loss or retirement of key members of management; (iv) prolonged labor disruption; (v) deterioration in general of international economic conditions; (vi) loss of customers. Many such factors are beyond the control of the Company. Please refer to the Company's SEC Form 10-K for its fiscal year ended July 31, 1998, for additional cautionary statements. Page 10 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits ------------ 27.1 Financial Data Schedule (b) Reports on Form 8-K ----------------------- No reports on Form 8-K were filed by the Company during the quarter ended October 31, 1998. 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. LIFSCHULTZ INDUSTRIES, INC. Date December 11, 1998 By: DENNIS R. HUNTER ------------------ ---------------------- Dennis R. Hunter President and Chief Financial Officer