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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2003
[ ] 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: 1-1212
DRIVER-HARRIS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 22-0870220
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Madison Avenue
Convent Station, New Jersey 07960
(Address of principal executive offices)
Registrant's telephone no., including area code (973) 267-8100
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $0.83 1/3 par value -- 1,474,346 shares as of December 30, 2003.
DRIVER-HARRIS COMPANY
I N D E X
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 2003 (Unaudited) and December 31, 2002 3
Unaudited Condensed Consolidated Statements of
Loss - Three and Nine Months ended September 30,
2003 and September 30, 2002 4
Unaudited Condensed Consolidated Statements of Cash Flows -
Nine Months ended September 30, 2003 and
September 30, 2002 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K 9
Exhibit 99.1 10
SIGNATURES 11
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
September 30, December 31,
2003 2002
----------- ---------
(Unaudited)
ASSETS
Current assets:
Cash $ 9 $ 329
Accounts receivable - net 5,701 5,945
Inventories :
Materials 574 425
Work in process 261 364
Finished products 1,326 1,675
-------- ------
2,161 2,464
Prepaid expenses 250 315
-------- ------
Total current assets 8,121 9,053
Assets held for sale 148 145
Property, plant & equipment - net 3,346 3,272
-------- ------
$ 11,615 $ 12,470
======== ======
LIABILITIES
Current Liabilities:
Short-term borrowings $ 4,996 $ 5,137
Current portion of long-term debt 492 444
Note payable to Pension Benefit Guaranty Corp 1,734 1,598
Accounts payable 5,112 4,757
Accrued expenses 2,231 2,303
Loan payable to officer 135 100
--------- -------
Total current liabilities 14,700 14,339
Long-term debt 20 -
Deferred Grants 385 381
Postretirement benefit liabilities 636 607
-------- -------
Total Liabilities 15,741 15,327
Stockholders' equity:
Common stock 1,320 1,320
Additional paid-in capital 2,425 2,425
Accumulated deficit (5,628) (4,505)
Accumulated other comprehensive loss (2,243) (2,097)
--------- -------
Stockholders' equity (4,126) (2,857)
--------- -------
$ 11,615 $ 12,470
========= =======
See accompanying notes.
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
September 30 September 30
2003 2002 2003 2002
------- ------- -------- ------
Net sales $5,954 $5,371 $18,573 $16,041
Other revenue - 31 2 54
------- ------- -------- ------
Total Revenue 5,954 5,402 18,575 16,095
Cost of sales 5,354 4,889 16,970 14,497
------- ------- -------- ------
Gross profit 600 513 1,605 1,598
Selling, general and
administrative expenses 716 913 2,268 2,551
------ -------- -------- ------
Operating loss (116) (400) (663) (953)
Other charges (credits):
Gain on assets held for sale - - - (239)
Interest 144 169 435 405
Foreign exchange (gain) loss (82) (13) 25 (103)
-------- -------- -------- ------
Loss before income taxes (178) (556) (1,123) (1,016)
Income taxes - - - -
-------- -------- -------- ------
NET LOSS $ (178) $ (556) $ (1,123) $ (1,016)
======== ======== ======== ======
BASIC NET LOSS PER SHARE $(.12) $(.38) $(.76) $(.69)
======== ======== ======== ======
DILUTED NET LOSS PER SHARE $(.12) $(.38) $(.76) $(.69)
======== ======== ======== =======
Basic earnings per share-weighted
average shares 1,474,346 1,474,346 1,474,346 1,474,346
Diluted earnings per share-weighted
average shares 1,474,346 1,474,346 1,474,346 1,474,346
* Adjusted weighted average shares not used since effect on earnings
per share would be anti-dilutive.
See accompanying notes.
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Amounts in thousands)
NINE MONTHS ENDED
September 30
----------------------
2003 2002
------ ------
OPERATING ACTIVITIES
Net loss $ (1,123) $ (1,016)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 295 303
Gain on disposal of assets held for sale - (242)
Receivables 882 1,602
Inventories 561 881
Prepaid expenses 89 (45)
Accounts payable and accrued expenses (529) (275)
--------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 175 1,208
INVESTING ACTIVITIES
Capital expenditures (15) (60)
Proceeds from disposal of assets held for sale - 567
------- -------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (15) 507
FINANCING ACTIVITIES
Change in short-term debt (519) (1,872)
Increase in long-term debt 16 87
------- -------
NET CASH USED IN FINANCING
ACTIVITIES (503) (1,785)
Effect of exchange rate changes on cash 23 68
------- -------
Net change in cash (320) (2)
Cash at beginning of year 329 250
------- -------
CASH AT END OF PERIOD $ 9 $ 248
======= =======
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
1 - Basis of Presentation
These financial statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include all information,
disclosures, and notes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with
generally accepted accounting principles. Reference should be made to
the financial statements contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2002. These financial statements
include all adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for the interim period.
2 - Investments in Related Company and Other Subsidiaries
The Company owns Irish Driver-Harris Co. Ltd.,("IDH"), located in Ireland.
3 - Comprehensive Income
The components of comprehensive loss as presented under Financial
Accounting Standard 130, "Reporting Comprehensive Income", for the three
and nine months ended September 30, 2003 and 2002 are as follows:
Three Months Nine Months
2003 2002 2003 2002
Net loss $ (178) $ (556) $ (1,123) $(1,016)
Foreign currency translation adjustment (58) (71) (146) 47
--------- -------- --------- ------
Comprehensive loss $ (236) $(627) $ (1,269) $(969)
========= ======== ========= ======
4. - Industry Segments and Geographic Areas
The Company classifies its revenues based upon the location of the facility
and its function (i.e. manufacture or purchase for resale-distribution).
Such revenues are regularly reviewed by the Directors and management and
decisions are made on such basis.
The operating expenses and resultant net profit (loss) and the assets are
similarly reviewed and decisions made based upon whether they relate to
manufacturing or purchase for resale (i.e. distribution).
Reporting Segments
Parent Co. Manufacturing Distribution Total
(U.S.) (Ireland) (U.K.)
---------- ------------- ------------ ------
Nine months ended September 30, 2003:
Consolidated revenues 18,573 18,573
Other revenue 2 2
Consolidated revenue 18,575 18,575
Net Loss (328) (795) (1,123)
Assets
Total assets 1,462 11,605 13,067
Elimination of investment (623) (623)
Elimination of inter-
company receivables (829) (829)
----------- ------------- ------------ ------
Total assets 10 11,605 11,615
Other Significant Items
Depreciation expense 333 333
Interest expense 136 299 435
Expenditures for assets
Nine months ended September 30, 2002:
Revenues
External revenues $ 15,204 $ 837 $ 16,041
Inter-segment revenues 178 178
Elimination of inter-
segment revenues (178) (178)
Consolidated revenues 15,204 837 16,041
Net (Loss) (244) (562) (210) (1,016)
Assets
Total assets 1,482 11,531 104 13,117
Elimination of investment (623) (623)
Elimination of inter-
company receivables (829) 112 (717)
----------- ------------- ------------ ------
Total assets 30 11,643 104 11,777
Other Significant Items
Depreciation expense 328 4 332
Interest expense 122 274 5 401
Expenditures for assets 60 60
5. - Subsequent Event
On November 26, 2003 the board of directors filed Chapter 11 proceedings
in Newark, New Jersey Federal Court. The board anticipates that the
company will submit a plan of reorganization to the court within nintey
days which will restructure the debt obligations of the Company. The
Board anticipates this plan will be accepted by the court and permanently
resolve the long standing excess leverage. Management does not anticipate
that this action will impact the operating company in any adverse manner.
6 - Employee Stock Options
The Company has elected to follow Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations in accounting for its employee stock options. Accordingly,
compensation cost for stock options is measured as the excess, if any, of
the fair market value of the Company's shares at the date of the grant over
the amount an employee must pay to acquire the shares. This cost is deferred
and charged to expense rateably over the vesting period (generally five years).
Where shares are granted to employees at less than fair market value, the
excess of the fair market value over the amount the employee must pay to
acquire the shares is charged to expense as stock compensation and credited
to additional paid-in capital in the period of transfer.
In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, "Accounting for Stock- Based Compensation- Transition and
Disclosure" ("SFAS 148"). SFAS 148 requires the following disclosures
in the interim financial statements of all companies with stock based
compensation regardless of whether they account for that compensation
using the fair value method of SFAS 123 or the intrinsic value method of
APB 25.
Pro forma information regarding net income (loss) and income (loss) per
share is required by SFAS 123 and has been determined as if the Company had
accounted for its stock options under the fair value method of SFAS 123. No
shares were issued as compensation during the nine months of 2003 or 2002.
The following table illustrates the effect on net loss and
loss per share as if the Company had applied the fair value
recognition provisions of SFAS 123 to stock-based employee compensation
(in thousands, except per share data):
Nine Months Ended
September 30,
2003 2002
Net loss, as reported $ (1,123) $ (1,016)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method of
awards, net of related tax effects (10) (10)
------- -------
Proforma net loss $ (1,133) $ (1,026)
(Loss) income per share:
Basic and diluted - as reported $ (0.76) $ (0.70)
Basic and diluted - pro forma $ (0.77) $ (0.70)
These amounts may not necessarily be indicative of the pro-forma effect
of SFAS No. 123 for future periods in which options may be granted.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
The ratio of current assets to current liabilities was 0.55 at September 30,
2003 compared to 0.63 at December 31, 2002.
At September 30, 2003, the Company's subsidiaries had approximately $6.5
million in available bank credit lines of which $5.0 million was in use. The
maximum amount the Company may borrow under these credit lines at any
point in time fluctuates in proportion to and is limited to the value of the
Company's receivables.
The Company has a note payable to the Pension Benefit Guarantee
Corporation ("PBGC") for which the due date was extended on
April 10, 2000 to April 16, 2001. On April 13, 2001, the Company
re-negotiated the terms of the note whereby all payments of such note
were deferred for two years. The note will be payable in ten equal
annual payments beginning April 16, 2003 and ending April 16, 2012.
The Company is in dispute with the PBGC as to the terms of this
re-negotiated note. As a result of this dispute, the PBGC has notified
the Company that it considers it in default and pending the determination
of this issue the Company has considered it prudent to reclassify the note
to short-term debt in the Company's consolidated balance sheet. Until the
note is paid in full, the Company may not pay cash dividends on its capital
stock without permission from the PBGC.
On February 12, 2003 DRH Investments, LLC and DRH Equity Investments, LLC
(collectively DRH LLC) jointly filed a Schedule 13D, notifying the Security
and Exchange Commission that DRH Investments LLC had purchased the Note from
the PBGC and that they had purchased 60,400 and 85,000 shares of the Company
equal to 4.1% and 5.8% of the outstanding equity of the Company. The joint
filers indicated that they were considering a wide variety of possible
courses of action with respect to the Note and the Company. DRH LLC is not
a related party to the Company, its officers or directors.
On April 30, 2003, DRH Investments, LLC filed suit against the Company for
breach of the Note and money had and received. DRH seeks (i) payment of
US$1,484,150 plus interest from February, 10, 2003, (ii) not less than 30,400
shares of Common Stock of the Company, (iii) penalties, costs and expenses
associated with registering the Company shares, (iv) fees and costs incurred
pursuant to the Note and other agreements, and (v) such other and further
relief as the Court may deem just and proper.
The Company believes it has adequate cash flow to meet its ongoing operating
obligations including debt repayments and capital commitments in Ireland,
based on a plan of continuous cost reductions, increased margins and minimal
capital expenditure which will permit the Company to remain within the limits
of its receivables discounting bank facility. The Company believes the
actions it has taken will result in a return to stability and reduce its
exposure to the competitive pressures of the ongoing consolidation in its
industry.
The Company has struggled to meet supplier payments in the past two years due
to the impact of cumulative losses and their impact on the net worth and
reduced borrowing capacity. Going forward, the Company is dependent upon good
collection of debtors and maintaining inventories at low levels in order to
meet payments to creditors.
On March 31, 2003, the administration and finance function was moved from
Dublin to the main factory location in New Ross, Ireland. Significant systems
and personnel changes were made in order to streamline the finance activity
and reduce costs. Preparation of the second and third quarters results were
significantly delayed as a result. While management believes that this change
will significantly improve controls and measurement of the business, certain
controls and financial measurements were not to the standard management
expects. Management has addressed these weaknesses and believes the
situation will not recurr un 2004.
Market Risks
Foreign Currency Fluctuations
With operations in two different countries, the Company's operating results
may be adversely affected by significant fluctuations in the relative values
among the U.S. dollar, Euro and the British Pound Sterling. The Company is
periodically involved in hedging currency between the Euro and the
British Pound Sterling through the use of futures contracts which are
relatively short term in nature. The Company historically has experienced
minimal gains and losses on such foreign currency hedging.
Debt Instruments
The Company's long term debt of $2.2 million including the current portion, is
primarily fixed rate debt of which $1.7 million is U.S. denominated with the
remaining balance denominated in Euro. The Company's remaining debt of
$5.0 million is solely comprised of variable rate, short-term facilities
denominated primarily in Euro to cover banking overdraft that does not
subject the Company to significant interest rate risk. The Company estimates
that a 1% increase in the interest rate on the borrowings would increase annual
interest expense by approximately $50,000.
Results of Operations
Nine Months of 2003 Compared to 2002:
Net sales to customers increased by 15.8% during the first nine months of 2003
compared to 2002. Units shipped in manufacturing decreased by 7.3%.
Net sales increased due to the impact of a stronger Euro versus US dollar from
2002 to 2003. The gross profit percentage decreased to 8.6% in 2003 compared
to 9.9% in 2002. This is primarily attributable to poor demand which led to
increased price competition.
Selling, general and administrative expenses decreased by 11.1% in dollar
terms when compared with the first nine months of last year and decreased to
12.2% of net sales compared to 15.9% for the same period last year due to
reduced administrative activities.
On April 17, 2002 the Company sold the goodwill, stocks and certain other
assets of its UK distribution subsidiary to a competitor. The Company
recovered approximately $400,000 in working capital that had been invested
in this subsidiary.
The Company had a foreign exchange loss of $25,000 for the nine months ended
September 30, 2003 compared to a gain of $103,000 for the nine months ended
September 30, 2002. The loss was due to the effect of the translation of
Sterling denominated receivables and payables into Euro.
Third Quarter of 2003 Compared to 2002:
Net sales to customers increased by 10.9% during the third quarter of 2003
compared to the same period in 2002.
Units shipped in the third quarter of 2003 increased by 9.2% compared to the
third quarter of 2002. The gross profit percentage increased to 10.0% in 2003
compared to 9.6% in 2002 due to selective selling of higher margin products.
Selling, general and administrative expenses decreased to 12.0% of net sales
compared to 17.0% in 2002 due to consolidation of administration activities
at the end of March.
The Company has tax loss carry forwards of approximately $3,994,000 available
to offset future U.S. taxable income which expire between 2003 and 2022.
Critical accounting policies
The Company believes it follows conservative and prudent accounting policies
in all areas of its disclosed accounts. There is little subjectivity in the
application of GAAP and few areas where management has discretion over
accounting methods which could substantially alter the reported results.
Areas where discretion in accounting policies could notably impact the
results of the company if implemented differently include:
Going Concern - The accounts have been prepared on the basis that the company
is a going concern. Due to continuing losses including the heavy losses in
2002 and the fact that the Company has a deficiency of net assets and negative
stockholders' equity, there are certain risks regarding the Company's ability
to continue to trade in a normal manner. In the event that the Company was
not a going concern, the asset values reflected in the balance sheet would
likely have to be revised or reclassified and additional liabilities could
arise and the classification of liabilities could be revised. Risks which
exist for the Company's status as a going concern include the fact that
lenders to the Irish operating subsidiary have severely limited the amount
of funds that can be repatriated to the US parent company for payment of US
operating expenses. Several of these expenses are critical to the viability
of the Company and should funds be unavailable, the Company's going concern
status could be threatened. In addition, certain creditors of the parent
Company have potential claims against the Company. While these claims are
not necessarily accepted by the Company and its attorneys, successful legal
action by any of these creditors would impose severe cash requirements on the
Company that could also place the Company's going concern status at risk. With
regard to the preceding the Company is presently in negotiations to refinance
its debts. Further, the Company is dependent upon several key suppliers
for raw materials. Should an interruption in supply of raw materials occur
with any of these organizations, the Company would struggle to replace them
with alternate suppliers. Finally, due to the serious nature of the losses,
the lenders to the Company are constantly reviewing their ongoing level of
support to the Company. If any of the credit lines to the Company are
substantially reduced, the Company will face a liquidity shortfall. Management
believes that the debt of the Company can be satisfactorily renegotiated and
that based on budgeted cash flows it has adequate cash flow to meet its
ongoing operating obligations including debt repayments and capital
commitments in Ireland, based on a plan of continuous cost reductions,
increased margins and minimal capital expenditure which will permit the
Company to remain within the limits of its receivables discounting banking
facility.
Accounts Receivable - The Company reviews its accounts receivable on a regular
basis and makes provision for amounts that are doubtful.
PART II - OTHER INFORMATION
Exhibit 99.1
CERTIFICATION
I, Frank L. Driver, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Driver-Harris
Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have;
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report my conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: December 30, 2003 Frank L. Driver
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
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.
DRIVER-HARRIS COMPANY
Date: December 30, 2003 By: Frank L. Driver
- --------------------- -----------------------
Chief Financial Officer