-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PxANyQ8Wfrctgcd1awdsCwYZzIqF/yRN6P/HO0AqJe5J40qNBC49buI1htDkFzyO 0sANbF+Pi/GXx05ikvpDfw== 0000950147-99-000882.txt : 19990817 0000950147-99-000882.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950147-99-000882 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERFORMANCE INDUSTRIES INC/OH/ CENTRAL INDEX KEY: 0000724967 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 341334199 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11331 FILM NUMBER: 99691067 BUSINESS ADDRESS: STREET 1: 2425 E CAMELBACK RD STREET 2: STE 620 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6029120100 MAIL ADDRESS: STREET 1: 2425 E CAMELBACK RD STE 620 STREET 2: 2425 E CAMELBACK RD STE 620 CITY: PHOENIX STATE: AZ ZIP: 85016 10-Q 1 QUARTERLY REPORT FOR THE QTR ENDED 6/30/99 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED JUNE 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission File Number __________________ PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 34-1334199 - ------------------------------- --------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 2701 E. Camelback Road, Suite 210 Phoenix, Arizona 85016 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (602) 912-0100 --------------- Indicate by checkmark 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15d of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES [X] NO [ ] Number of shares outstanding of each of the issuer's classes of common stock as of August 11, 1999, is 2,193,033 shares. PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES INDEX PART I FINANCIAL INFORMATION (Unaudited) Page ---- Consolidated Balance Sheets - June 30, 1999 and December 31, 1998 3 Consolidated Statements of Operations (Unaudited) - Six Month Period Ended June 30, 1999 and 1998 4 Consolidated Statement of Operations (Unaudited) Three Month Period Ended June 30, 1999 and 1998 5 Consolidated Statements of Cash Flows (Unaudited) - Six Month Period Ended June 30, 1999 and 1998 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II OTHER INFORMATION 8 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 9 2 PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED) ASSETS 30-Jun-99 31-Dec-98 --------- --------- Current assets: Cash and equivalents, unrestricted $ 1,085 $ 1,486 Accounts and other receivables 364 333 less allowance for doubtful accounts Notes Receivable 825 0 Current Portion of Receivables from sale of businesses, net of allowance 0 125 Factored receivables, net of allowance for doubtful accounts 0 150 Inventories 205 289 Prepaid expenses and other current assets 164 212 Deferred income taxes 24 24 Real estate held for sale 785 785 -------- -------- Total current assets 3,452 3,404 Deferred income taxes 1,278 1,278 Property and equipment, net 3,074 3,770 Other assets 1,277 945 -------- -------- TOTAL ASSETS $ 9,081 $ 9,397 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations 1,058 1,205 Accounts payable 565 579 Accrued employment costs 454 530 Accrued expenses and other current liabilities 689 764 Liabilities subject to compromise 797 797 Foreign Tax Liability 250 250 -------- -------- Total current liabilities 3,813 4,125 Long-term debt and capital lease obligations, less current portion 32 58 Shareholders' equity: Preferred Stock, par value $1.00 per share: authorized 100,000 shares; none issued 0 0 Common stock, no par value; authorized 5,000,000 shares; issued 3,157,332 shares; outstanding 2,198,033 and 2,360,638, respectively 31,202 31,202 Accumulated deficit (22,192) (22,228) -------- -------- 9,010 8,974 Treasury stock at cost (3,774) (3,760) -------- -------- Total shareholders' equity 5,236 5,214 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,081 $ 9,397 ======== ======== 3 PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1999 AND 1998 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) Six Months Ended June 30, --------------------------- 1999 1998 ----------- ----------- Revenues $ 10,318 $ 9,455 Cost of revenues (9,542) (8,613) Selling, general and administrative expenses (649) (817) Interest expense (3) (17) Other income (expenses), net (90) 34 Income (loss) from continuing operations before income taxes 34 42 Provision for income taxes (1) 0 ----------- ----------- Income (loss) from continuing operations 33 42 Income (loss) from discontinued operations 0 109 ----------- ----------- Net income (loss) $ 33 $ 151 =========== =========== Net income (loss) per common share Continuing operations $ 0.01 $ 0.02 Discontinued operations $ 0.00 $ 0.05 ----------- ----------- Net income (loss) per common share $ 0.01 $ 0.06 =========== =========== Average number of shares outstanding 2,206,241 2,372,430 =========== =========== 4 PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 1999 AND 1998 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) Three Months Ended June 30, --------------------------- 1999 1998 ----------- ----------- Revenues $ 4,758 $ 4,555 Cost of revenues $ (4,529) (4,236) Selling, general and administrative expenses $ (321) (421) Interest expense $ (1) (9) Other income (expenses), net $ (112) 63 Income (loss) from continuing operations before income taxes (205) (48) Provision for income taxes 0 0 ----------- ----------- Income (loss) from continuing operations (205) (48) Income (loss) from discontinued operations $ 0 37 ----------- ----------- Net income (loss) $ (205) $ (11) =========== =========== Net income (loss) per common share Continuing operations $ (0.09) $ (0.02) Discontinued operations $ 0.00 $ 0.02 ----------- ----------- Net income (loss) per common share $ (0.09) $ (0.00) =========== =========== Average number of shares outstanding 2,201,400 2,367,305 =========== =========== 5 PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1999 AND 1998 (DOLLARS IN THOUSANDS) (UNAUDITED) Six Months Ended June 30, ------------------------ 1999 1998 ------- ------- Net cash provided by (used in) operating activities $ 59 $ 448 Cash flows from investing activities: Decrease (increase) in receivables from sales of businesses, net 125 0 Purchase of property and equipment (243) (124) Proceeds from sale of property and equipment 667 0 Issuance of Notes Receivable (825) (359) ------- ------- Net cash provided by (used in) investing activities (276) (483) Cash flows from financing activities: Proceeds from borrowings 0 0 Repayment of borrowings (171) (171) (Increase) decrease in treasury stock (13) (18) ------- ------- Net cash provided by (used in) financing activities (184) (189) Net increase (decrease) in cash and cash equivalents (401) (224) Cash and cash equivalents at beginning of period 1,486 2,815 ------- ------- Cash and cash equivalents at end of period $ 1,085 $ 2,591 ======= ======= 6 MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS During 1997, the Company sold two of its operating companies, Funding and Development. As a result, there has been a reclassification of income and expenses related to these businesses as set forth in the Company's Report on Form 10-Q for the period ending June 30, 1999. Management's Discussion and Analysis shall be limited to continuing operations. In the first quarter of 1999 the company sold its Las Vegas and La Mesa locations and closed its LaJolla location. On April 13, 1999 the company sold its San Bernardino location. The company currently owns and operates four restaurants in California and two in Arizona. Revenues for the company for the second quarter and the six month period were up versus last year. The increase is attributable to better sales from existing restaurants and the addition of Steamers, versus those restaurants closed. Net income for the six months was down from $151,000 to $33,000. This was a result of charges of $150,000 for discontinued operations in the second quarter. LIQUIDITY AND CAPITAL RESOURCES The company has sufficient cash reserves to meet operational needs for the upcoming year. Management believes, but there can be no assurance, that it will be able to finance any future expansion through cash flow, loans or leases of equipment. 7 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS 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 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PERFORMANCE INDUSTRIES, INC. and SUBSIDIARIES Dated: August 11, 1999 /s/ Joe Hrudka ----------------------------- Joe Hrudka Chairman of the Board (Principal Executive Officer) /s/ Ed Fochtman ----------------------------- Ed Fochtman Chief Financial Officer (Principal Accounting Officer) 9 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 1 1,085 0 1,189 0 205 3,452 5,613 2,539 9,081 3,813 0 0 0 31,202 (25,966) 9,081 10,318 10,318 9,542 10,191 90 0 3 34 1 33 0 0 0 33 0.01 0.01
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