10QSB 1 a2051854z10qsb.htm FORM 10QSB Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-QSB


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended April 30, 2001

Commission File Number 0-5622


PUROFLOW INCORPORATED
(Exact name of registrant as specified in its charter)


DELAWARE
(State or other jurisdiction of
incorporation or organization)

 

13-1947195
(IRS Employer identification No.)

16559 Saticoy Street,
Van Nuys, California
(Address of executive offices)

 


91406-1739
(ZIP Code)

Registrant's telephone number, including area code: (818) 756-1388

Securities registered pursuant to Section 12(g) of the Act:


Common Stock

  Shares outstanding
Common Stock, $.01 Par Value   7,399,091

    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 / /





PUROFLOW INCORPORATED
Consolidated Balance Sheets
(Unaudited)

 
  April 30,
2001

  January 31,
2001

 
ASSETS              
CURRENT ASSETS              
  Cash   $ 8,250   $ 8,250  
  Accounts receivable, net of allowance for doubtful accounts of $25,000 at April 30, 2001 and at January 31, 2001     1,813,719     1,701,442  
  Advances to Officers & Employees     2,765     3,125  
  Deferred tax benefit     136,528     136,528  
  Inventories     1,917,835     2,016,792  
  Prepaid expenses and other current assets     94,321     114,068  
   
 
 
    TOTAL CURRENT ASSETS     3,973,418     3,980,205  
   
 
 
PROPERTY & EQUIPMENT              
  Leasehold improvements     62,834     62,834  
  Machinery and equipment     3,627,959     3,622,541  
  Tooling and dies     390,382     376,307  
   
 
 
      4,081,175     4,061,682  
  Less accumulated depreciation and amortization     3,419,472     3,366,441  
   
 
 
NET PROPERTY AND EQUIPMENT     661,703     695,241  
   
 
 
DEFERRED TAXES     590,165     590,165  
OTHER ASSETS     342,732     339,762  
   
 
 
    TOTAL ASSETS   $ 5,568,018   $ 5,605,373  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
CURRENT LIABILITIES              
  Line of credit   $ 540,000   $ 544,000  
  Notes payable, current     48,000     48,000  
  Bank Overdraft     135,890     34,698  
  Accounts payable     432,059     506,207  
  Accrued expenses     301,099     429,986  
   
 
 
    TOTAL CURRENT LIABILITIES     1,457,048     1,562,891  
   
 
 
  Long-Term Debt     32,400     44,200  

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
  Preferred stock, par value $.10 per share authorized — 500,000 shares — issued none              
  Common stock, par value $.01 per share authorized — 12,000,000 shares issued and outstanding — 7,399,091 shares     433,967     433,967  
  Additional paid-in capital     5,141,767     5,141,767  
  Accumulated deficit     (1,458,245 )   (1,538,533 )
  Less:              
  Notes Receivable from Stockholders     (6,000 )   (6,000 )
  Treasury Stock (48,500 Shares) at Cost     (32,919 )   (32,919 )
   
 
 
    TOTAL STOCKHOLDERS' EQUITY     4,078,570     3,998,282  
   
 
 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 5,568,018   $ 5,605,373  
   
 
 

See accompanying notes to the consolidated financial statements.

2



PUROFLOW INCORPORATED
Consolidated Statements of Operations
(Unaudited)

 
  Three Months Ended
April 30,

 
  2001
  2000
Net revenue   $ 2,202,618   $ 1,843,243
Cost of goods sold     1,653,745     1,237,805
   
 
  Gross profit     548,873     605,438
Selling, general and administrative expenses     438,214     426,554
   
 
  Operating income     110,659     178,884
Interest expense     16,015     13,953
Other income     1,954    
Goodwill/Non-Compete     13,780     13,116
   
 
Income before taxes from continuing operations     82,818     151,815
Provision for income taxes     2,530     2,300
   
 
Income from continuing operations   $ 80,288   $ 149,515
Income from discontinued operations   $   $ 5,155
   
 
Net Income   $ 80,288   $ 154,670
   
 
Net income per common share            
  Basic earnings per share   $ 0.01     0.02
   
 
  Diluted earnings per share   $ 0.01     0.02
   
 
Weighted average number of shares            
  Basic     7,399,091     7,886,396
   
 
  Diluted     7,413,939     7,976,735
   
 

See accompanying notes to the consolidated financial statements.

3



PUROFLOW INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)

 
  For the three months ended April 30,
 
 
  2001
  2000
 
CASH AT BEGINNING OF PERIOD   $ 8,250   $ 56,829  
CASH FLOWS FROM OPERATING ACTIVITIES              
  Net income     80,288     154,670  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization     53,031     46,690  
    Amortization of Goodwill/Non-compete     13,780     13,117  
    Provision for losses on accounts receivable         (4,191 )
  Changes in operating assets and liabilities:              
    Advances to Officers & Employees     360     750  
    Accounts receivable     (112,277 )   (190,535 )
    Inventories     98,957     105,554  
    Prepaid expenses and other current assets     2,997     (22,416 )
    Accounts payable & accrued expenses     (203,035 )   (125,823 )
   
 
 
      Net cash provided (used) by operating activities     (65,899 )   (22,184 )
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES              
  Purchases of property and equipment     (19,493 )   (36,936 )
   
 
 
      Net cash provided (used) by investing activities     (19,493 )   (36,936 )
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES              
  Bank Overdraft     101,192      
  Payment of long term debt     (11,800 )   (61,800 )
  Advance payments on credit line     (4,000 )   80,000  
   
 
 
      Net cash provided (used) by financing activities     85,392     18,200  
   
 
 
NET INCREASE (DECREASE) IN CASH         (40,920 )
   
 
 
CASH AT END OF PERIOD   $ 8,250   $ 15,909  
   
 
 

See accompanying notes to the consolidated financial statements.

4



PUROFLOW INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)

 
  COMMON
STOCK
PAR VALUE

  ADDITIONAL
PAID-IN
CAPITAL

  ACCUMULATED
DEFICIT
TOTAL

  NOTES
RECEIVABLE
FROM
STOCKHOLDERS
AND TREASURY
STOCK

  TOTAL
 
Balance at January 31, 2000   $ 441,277   $ 5,682,729   $ (1,516,407 ) $ (587,191 ) $ 4,020,408  
Reversal of Notes Receivable on Stock Purchase and retirement of shares   $ (7,310 ) $ (540,962 )       $ 548,272   $  
Net Loss               $ (22,126 )       $ (22,126 )
   
 
 
 
 
 
Balance at January 31, 2001   $ 433,967   $ 5,141,767   $ (1,538,533 ) $ (38,919 ) $ 3,998,282  
Net Income               $ 80,288         $ 80,288  
   
 
 
 
 
 
Balance at April 30, 2001   $ 433,967   $ 5,141,767   $ (1,458,245 ) $ (38,919 ) $ 4,078,570  
   
 
 
 
 
 

See accompanying notes to the consolidated financial statements.

5



PUROFLOW INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
April 30, 2001, January 31, 2001, and April 30, 2000

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

    The consolidated balance sheet at the end of the preceding fiscal year has been derived from the audited consolidated balance sheet contained in the Company's annual report on Form 10-K for the fiscal year ended January 31, 2001 (The "Form 10-KSB") and is presented for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments that include only normal recurring adjustments necessary to present fairly the financial position, results of operations and changes in financial positions for all periods presented have been made. The results of operations for interim periods are not necessarily indicative of the operating results for the full year.

    Footnote disclosures normally included in financial statements prepared in accordance with the generally accepted accounting principles have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission.

    The consolidated financials statements and notes thereto should be read in conjunction with management's discussion and analysis of financial condition and results of operations, contained in the Company's annual report on Form 10-KSB for the year ended January 31, 2001.

NOTE 2—INVENTORIES

    Inventories consist of the following:

 
  April 30,
2001

  January 31,
2001

Raw materials and purchased parts   $ 1,271,664   $ 1,263,199
Work in process     325,368     394,580
Finished goods and assemblies     320,803     359,013
   
 
  Totals   $ 1,917,835   $ 2,016,792
   
 

NOTE 3—STOCKHOLDERS' EQUITY

    On February 17, 2000 the Board entered into a plan to retire 920,000 shares of its common stock, from shares issued August 24, 1998 in return for cancellation of notes received by the company from employees and board members. The company received and retired 731,030 shares of common stock.

6


NOTE 4—NET INCOME PER SHARE

    Reconciliation of basic and diluted earnings per share:

 
  INCOME
  SHARES
  PER-SHARE AMOUNT
3 Months Ended April 30, 2001                
Basic earnings per share   $ 80,288   7,399,091   $ .01
             
Effect of Dilutive Securities Stock options         14,848      
   
 
     
Diluted earnings per share   $ 80,288   7,413,939   $ .01
   
 
 

3 Months Ended April 30, 2000

 

 

 

 

 

 

 

 
Basic earnings per share   $ 154,670   7,886,396   $ .02
             
Effect of Diluted Securities Stock Options         90,339      
   
 
     
Diluted earnings per share   $ 154,670   7,976,735   $ .02
   
 
 

    Basic earnings per share are based on the weighted average number of shares outstanding. Diluted earnings per share include the effect of common stock equivalents when dilutive.

NOTE 5—LINE OF CREDIT

    The Company has a $1,000,000 revolving credit line maturing on December 17, 2001. This credit line bears interest at the rate of prime plus 0.25% per annum, and is secured primarily by the Company's accounts receivable and inventories. The terms of this loan agreement contains certain restrictive covenants, including maintenance of minimum working capital, net worth, and ratios of current liabilities and debt to net worth. There is an open balance of $540,000 as of April 30, 2001.

NOTE 6—INCOME TAXES

    The company complies with Financial Accounting Standards No. 109, Accounting for Income Taxes. The company will use loss carryforwards to offset future income tax liability.

NOTE 7—DISCONTINUED OPERATIONS

    As of January 31, 2001 the Company elected to shut down its International Division and all operations have been reclassified under loss from discontinued operations in fiscal year 2001 and 2000. The Company has provided a reserve for its estimated loss on the International Division during the phase-out period, which expects will end on or about July 31, 2001. The provision was $211,000 of which $112,000 remains and is included in accrued expenses.

LIQUIDITY AND CAPITAL RESOURCES

    At April 30, 2001 and January 31, 2001, the Company had cash available of $8,250. It had a current ratio of 2.73 to 1 at April 30, 2001, compared to 2.55 to 1 on January 31, 2001. The Company has a $1,000,000 line of credit with $460,000 available at April 30, 2001 to fund operations.

OPERATING ACTIVITIES

    Cash Flow from Operations for the three months ended April 30, 2001 was reduced by $65,899 compared to a decrease of $22,184 for the three months ended April 30, 2000 mainly due to pay down of Accounts Payable and Accrued expenses.

7


INVESTING ACTIVITIES

    The Company invested $19,493 in new capital equipment in the current quarter predominantly for tooling and machinery in support of new PMA products.

FINANCING ACTIVITIES

    The Company has a revolving credit line of $1,000,000, which bears interest at the rate of prime plus 0.25% per annum, secured by the Company's accounts receivable and inventory of which $540,000 is outstanding at April 30, 2000. The Company obtained a loan of $236,000 to pay non-recurring judgment against it as well as purchase a necessary Blue print copier. At April 30, 2001 the balance of this note is $80,400.

BUSINESS ACQUISITION

    On January 31, 1999 the company acquired Quality Controlled Cleaning Corporation ("QCCC") for $550,630 including all costs of the acquisition. QCCC is a precision cleaning and repair company located in Commerce, California. The Company's acquisition resulted in goodwill of approximately $274,000 and a non-compete agreement of $50,000. The goodwill is being amortized over 10 years and the non-compete over its term of 3 years.

    In addition to the purchase price, the agreement included a contingent payment of 50% of net sales in the year ending January 31, 2000, in excess of $500,000 up to a maximum of $800,000. The liability totaled $125,609 and was recorded as additional goodwill.

 
  3 Months @
April 30, 2001

  3 Months @
April 30, 2000

SEGMENT REPORTING            
NET SALES            
  Filtration   $ 2,162,035   $ 1,706,551
  Cleaning     40,583     136,691
   
 
      Total   $ 2,202,618   $ 1,843,243
   
 
OPERATING INCOME            
  Filtration   $ 154,252   $ 174,129
  Cleaning     (43,593 )   4,755
   
 
      Total   $ 110,659   $ 178,884
   
 

RESULTS OF OPERATIONS FOR QUARTER ENDED APRIL 30, 2001

REVENUES

    Sales were $2,202,618 for the three months ended April 30, 2001 compared to $1,843,243 for the same period in 2000. This is a 19.5% increase of $359,375 due primarily to an increased demand for filtration products, partially offset by decreased sales in contract cleaning.

GROSS PROFIT

    Gross profit as a percentage of sales was 24.9% for the current quarter ended April 30, 2001, compared to 32.8% for the same period in 2000. Lower margins within filtration are attributed to product mix and price concessions made to customers to retain market shares.

8


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    S, G&A expenses were 19.9% for the three months ended April 30, 2001 compared to 23.1% for the same period last year. The reduction is the result of continued cost containment offset by modest increases in rent and general insurance.

OPERATING INCOME

    Operating income for the quarter was $110,659, an operating margin of 5% compared to $178,884, an operating margin of 9.7%.

INTEREST CHARGES

    Interest expenses for the three months ended April 30, 2001 was $16,015 compared to $13,953 for the same period in 2000.


PART II—OTHER INFORMATION

ITEM 1. PENDING LEGAL PROCEEDINGS

    The Company is not party, nor are its properties subject to, any material pending proceedings other than ordinary routine litigation incident to the Company's business and the matters described above.


ITEM 2. CHANGES IN SECURITIES

    None.


ITEM 3. DEFAULT UPON SENIOR SECURITIES

    None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.


ITEM 5. OTHER INFORMATION

    None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    None.

9



SIGNATURE

    Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed and on its behalf by the undersigned thereto, duly authorized.

    PUROFLOW INCORPORATED

June 11, 2001

 

By:

/s/ 
MICHAEL H. FIGOFF   
Michael H. Figoff
President/Chief Executive Officer

10




QuickLinks

FORM 10-QSB
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
PUROFLOW INCORPORATED AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNATURE