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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 29, 1996
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
- - - - --- SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 0-21305
Electronic Designs, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3298416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Research Drive, Westborough, Massachusetts 01581
(Address of Principal Executive Offices) (Zip Code)
(508) 366-5151
(Registrant's Telephone Number, Including Area Code)
-------------------------------------
(Former Name, Former Address and Formal Fiscal Year, if Changed Since Last
Report)
Check whether 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 past l2
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 Registrant's Common Stock outstanding on January 31,
1997 was 7,071,096
Exhibit Index is located on Page 13
Page 1 of 15, including exhibits
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
DECEMBER 29, SEPTEMBER 30,
1996 1996
ASSETS
Current assets:
Cash and cash equivalents $ 5,096,000 $ 3,290,000
Accounts receivable, net 6,171,000 6,356,000
Inventories 4,905,000 5,483,000
Prepaid expenses 132,000 143,000
------------ ------------
Total current assets 16,304,000 15,272,000
Property and equipment, net 3,708,000 3,843,000
Other assets 87,000 87,000
Intangible assets, net 1,744,000 1,861,000
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$ 21,843,000 $ 21,063,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,475,000 $ 828,000
Acounts payable 4,487,000 5,329,000
Accrued expenses and other liabilities 2,518,000 2,690,000
------------ ------------
Total current liabilities 8,480,000 8,847,000
Deferred rent 140,000 130,000
Long-term debt, net of current portion 2,803,000 2,939,000
------------ ------------
Total liabilities 11,423,000 11,916,000
------------ ------------
Shareholders' equity:
Convertible preferred stock: $0.01 par value: 8,000,000 shares
authorized; 0 and 1,823 shares issued and outstanding at
December 29 and September 30, 1996, respectively - -
Common stock: $0.01 par value: 20,000,000 shares authorized;
7,071,096 and 6,341,896 shares issued and outstanding at
December 29 and September 30, 1996, respectively 71,000 64,000
Additional paid in capital 26,938,000 26,943,000
Accumulated deficit (16,589,000) (17,860,000)
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Total shareholders' equity 10,420,000 9,147,000
------------ ------------
$ 21,843,000 $ 21,063,000
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See accompanying notes to unaudited consolidated financial statements
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ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED
--------------------------------
DECEMBER 29, DECEMBER 30,
1996 1995
Revenues $11,021,000 $13,630,000
Cost of revenues 6,762,000 10,655,000
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Gross profit 4,259,000 2,975,000
Operating expenses:
Research and development 617,000 760,000
Selling, general and administrative 2,058,000 2,229,000
Restructuring - 590,000
Amortization of intangible assets 117,000 118,000
----------- -----------
2,792,000 3,697,000
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Income (loss) from operations 1,467,000 (722,000)
----------- -----------
Other income (expense):
Interest income 49,000 45,000
Interest expense (105,000) (244,000)
----------- -----------
(56,000) (199,000)
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Income (loss) before income taxes 1,411,000 (921,000)
Provision for income taxes 140,000 -
----------- -----------
Net income (loss) $ 1,271,000 $ (921,000)
=========== ===========
Net income (loss) per share $ 0.15 $ (0.19)
=========== ===========
Weighted average common shares and
equivalents 9,814,000 4,819,000
=========== ===========
See accompanying notes to unaudited consolidated financial statements
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ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED
---------------------------------
DECEMBER 29, DECEMBER 30,
1996 1995
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities:
Net income (loss) $1,271,000 $ (921,000)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization 436,000 408,000
Noncash portion of restructuring expenses - 57,000
Common stock and stock warrants issued in payment of interest
and other expenses 2,000 37,000
Changes in assets and liabilities, net of acquired amounts:
(Increase) decrease in accounts receivable 185,000 (3,180,000)
Decrease in inventories 578,000 921,000
Decrease in prepaid expenses 11,000 26,000
Decrease in other assets - 11,000
Decrease in accounts payable (842,000) (619,000)
Decrease in accured expenses (172,000) (849,000)
Increase in deferred rent 10,000 8,000
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Net cash flows provided by (used in) operating activities 1,479,000 (4,101,000)
---------- -----------
Cash flows from investing activities:
Capital equipment expenditures (184,000) (114,000)
Cash paid for acquisition of Electronic
Designs, Inc., net of cash acquired - (8,088,000)
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Net cash flows used in investing activities (184,000) (8,202,000)
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Cash flows from financing activities:
Sale of common stock, net - 2,206,000
Proceeds from issuance of long-term debt 750,000 5,500,000
Principal repayments on long-term debt (239,000) (157,000)
Net borrowings on revolving credit facility - 3,652,000
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Net cash flows provided by financing activities 511,000 11,201,000
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Net increase (decrease) in cash and cash equivalents 1,806,000 (1,102,000)
Cash and cash equivalents at beginning of period 3,290,000 2,045,000
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Cash and cash equivalents at end of period $5,096,000 $ 943,000
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See accompanying notes to unaudited consolidated financial statements
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ELECTRONIC DESIGNS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In March 1996, Crystallume reincorporated in Delaware and changed its
name to Electronic Designs, Inc. The accompanying unaudited interim consolidated
financial statements reflect the financial position, results of operations and
cash flows of Electronic Designs, Inc. (the "Company") and its wholly owned
subsidiaries.
In the opinion of management, the financial statements contain all of
the necessary adjustments (all being of a normal and recurring nature) to fairly
present the financial position, results of operations and cash flows of the
Company for the interim periods presented. These statements do not include all
of the information and footnotes required by generally accepted accounting
principles, although the Company believes that the disclosures made are adequate
to make the information presented not misleading. These financial statements
should be read in conjunction with the Company's audited financial statements
for the two years in the period ended September 30, 1996 included in the
Company's 1996 Form 10-KSB.
The operating results for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
2. ACQUISITION OF ELECTRONIC DESIGNS, INC.
Effective October 10, 1995, the Company acquired all of the outstanding
stock of Electronic Designs, Inc., a Massachusetts corporation ("EDI-MA"),
pursuant to an Agreement and Plan of Reorganization, for $13,000,000 less
certain expenses incurred by EDI-MA as a result of the transaction. The
aggregate purchase price of $12,210,000 consisted of cash consideration of
$11,322,000, notes payable of $290,000 and fully vested options to purchase
315,000 shares of the Company's common stock at $0.22 per share that were valued
at $598,000. The cash portion of the purchase price was financed primarily
through bank borrowings and, to a lesser extent, private placements of equity
securities.
The acquisition of EDI-MA has been recorded in accordance with the
purchase method and, accordingly, the purchase price plus the Company's direct
acquisition costs of $290,000 have been allocated to the assets and liabilities
acquired based on their estimated fair values at the date of acquisition. The
fair value of assets acquired was $20,622,000, including cash of $2,508,000, and
the liabilities assumed totaled $8,122,000. The results of operations and cash
flows of EDI-MA are included in the results of operations and cash flows of the
Company from the date of acquisition.
The following pro forma data has been prepared as if the acquisition
was completed at the beginning of the periods presented, is presented for
illustrative purposes only and is not necessarily indicative of results of
operations which would have actually been achieved had the acquisition of EDI-MA
occurred at the beginning of the periods. The pro forma data does not include
$1,100,000, relating to the revaluation of inventories acquired to their
estimated fair value, which was included in cost of revenues in the first
quarter of fiscal 1996 as the acquired inventories were sold. Only those pro
forma adjustments which are expected to have a continuing impact on the results
of operations of the combined companies have been included.
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THREE MONTHS ENDED
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DECEMBER 29, DECEMBER 30,
1996 1995
Revenues $11,021,000 $14,199,000
Cost of revenues 6,762,000 9,844,000
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Gross profit 4,259,000 4,355,000
Operating expenses:
Research and development 617,000 860,000
Selling, general and administrative 2,058,000 2,541,000
Restructuring - 590,000
Amortization of intangible assets 117,000 117,000
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2,792,000 4,108,000
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Income from operations 1,467,000 247,000
Other expense, net (56,000) (214,000)
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Income before income taxes 1,411,000 33,000
Provision for income taxes 140,000 -
----------- -----------
Net income $ 1,271,000 $ 33,000
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Net income per share $ 0.15 $ 0.00
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3. RESTRUCTURING
The restructuring charge incurred in the three month period ended
December 30, 1995 was primarily associated with the costs of severance benefits
for six employees provided in connection with restructuring activities at the
Company's diamond operations following the acquisition of EDI-MA. Duplicate
managerial and administrative positions were eliminated, occupied space in the
Santa Clara, California facility was reduced, and the corporate offices and
related functions were consolidated in Westborough, Massachusetts. As of
December 29 and September 30, 1996, there were no remaining amounts accrued
relative to this restructuring.
4. NET INCOME (LOSS) PER SHARE
Net income (loss) per share represents earnings per common and common
equivalent share which is determined on the basis of the weighted average number
of shares outstanding during the respective period after giving effect to (i)
all options and warrants using the modified treasury stock method, if dilutive;
and (ii) the conversion of preferred stock using the if-converted method, if
dilutive. Primary and fully diluted earnings per share are the same.
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5. INVENTORIES
Inventories consisted of the following:
DECEMBER 29, SEPTEMBER 30,
1996 1996
Raw materials $2,918,000 $3,244,000
Work-in-process 1,039,000 1,241,000
Finished goods 948,000 998,000
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$4,905,000 $5,483,000
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6. SHAREHOLDERS' EQUITY
During the three month period ended December 29, 1996, 729,200 shares
of common stock were issued in conversion of 1,823 shares of preferred stock.
In December 1996, the Company, as part of a service agreement with an
outside firm, issued warrants to purchase 45,000 shares of common stock at an
exercise price of $3.875 per share which vest upon achievement of specified
goals. These warrants expire in December 1999.
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ITEM 2:
This Form 10-QSB contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference are discussed in the section entitled "Certain Factors
Affecting Future Operating Results" beginning on page 10 of this Form 10-QSB.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Since its inception in 1984 through October 10, 1995, Electronic
Designs, Inc. (formerly Crystallume) (the "Company") had been primarily engaged
in research and development related to diamond coatings using a process called
chemical vapor deposition.
Effective October 10, 1995, the Company acquired all of the outstanding
stock of Electronic Designs, Inc. ("EDI-MA") in a purchase transaction (the
"Acquisition"). EDI-MA manufactured high density memory components used in
commercial and military systems, and also designs and manufactures flat panel
display units suitable for avionics and other specialty applications using
active matrix liquid crystal displays. As a result of the Acquisition, the
results of operations and cash flows of EDI-MA are included in the results of
operations and cash flows of the Company from the date of the Acquisition.
In March 1996, the Company changed its state of incorporation from
California to Delaware and changed its name to Electronic Designs, Inc.
RESULTS OF OPERATIONS
Revenues:
Revenues decreased 19% to $11,021,000 in the first quarter of fiscal
1997 from $13,630,000 in the same period in fiscal 1996. This decrease in
revenues was due to a decline in sales of memory products as a result of
declining average selling prices for the Company's products reflecting decreases
in the cost of memory chips which are the primary raw material in memory
products. The Company passed a substantial part of these cost savings through to
its customers. Unit volumes increased by approximately 10% in the first three
months of fiscal 1997 as compared to the same period in fiscal 1996 partially
offsetting the decrease in memory product sales was an increase in display
product sales.
The Company derives a substantial portion of its revenues and earnings
from sales to defense contractors and subcontractors of memory products
manufactured as compliant to military specifications. Trends in the defense
industry include reductions in spending from year to year and the movement
toward the purchase of commercial off-the-shelf ("COTS") products rather than
those manufactured as compliant to specified military standards. To date, these
changes have not had a materially adverse effect on the Company's results due to
increased demand resulting from upgrading of existing military systems and the
slow rate of adoption of the COTS program.
Gross profit:
Gross profit for the first quarter of fiscal 1997 was $4,259,000
compared to $2,975,000 in the same period of fiscal 1996. Gross profit for the
three month period ended December 30, 1995 included a nonrecurring charge of
$1,100,000 related to the revaluation, to their estimated fair value, of
inventories acquired as part of the Acquisition. This amount was charged to cost
of revenues in the first quarter of fiscal 1996 as the acquired inventories were
sold. Gross profit as a percentage of revenues ("gross margin") increased to
38.6% in fiscal 1997 from 21.8% (or 29.9% excluding the effect of the
nonrecurring charge of $1,100,000) in the same period in the prior year. Gross
margin increased as a result of the higher mix of military memory products and
display products
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and the benefit of reductions in purchase prices of memory devices. As a result
of the rapidly declining cost of memory devices, the Company has been able to
increase its gross margins on memory products in the short term. Due to
competitive forces, the Company believes that, as prices stabilize, gross
margins may decline.
The Company purchases its semiconductor components from a small number
of large suppliers, including foreign suppliers who are regularly the target of
threatened or pending trade disputes and sanctions which, if realized, could
affect the ability of the Company to obtain critical raw materials. The Company
has not been materially adversely affected by this situation in the past and
does not anticipate experiencing any material adverse effect in the future. The
Company does not have specific contractual arrangements with its suppliers.
While the Company believes it has good relationships with its vendors, in the
event that product availability becomes more limited in the future, there is no
assurance that these sources of supply will continue under terms that permit the
Company to compete effectively in its targeted markets.
Operating expenses:
Research and development expenses in the first quarter of fiscal 1997
decreased 19% to $617,000 from $760,000 in fiscal 1996 due to a reduction in
headcount and a redirection of diamond development efforts.
Selling, general and administrative ("S, G & A") expenses decreased by
$171,000 or 8% to $2,058,000 in the first quarter of fiscal 1997 from $2,229,000
in the same period in fiscal 1996. The majority of this decrease was attributed
to lower commissions to outside sales representatives in fiscal 1997 due to the
decrease in revenues and higher legal and accounting fees in fiscal 1996 as a
result of the Acquisition and related financing.
The restructuring charge of $590,000 in fiscal 1996 relates primarily
to severance costs associated with restructuring activities at the Company's
diamond operations to eliminate duplicative managerial and administrative
positions and to consolidate the Company's executive offices in Westborough,
Massachusetts.
Other income (expense):
Interest income in the current quarter was $49,000 as compared to
$45,000 in the prior year. Interest expense decreased $139,000 in the first
quarter of fiscal 1997 to $105,000 from $244,000 in fiscal 1996 as a result of
repayment of bank loans incurred for the Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
At December 29, 1996, cash and cash equivalents were $5,096,000
representing an increase of $1,806,000 from September 30, 1996.
In the first quarter of fiscal 1997, the Company generated $1,479,000
of cash from operating activities, primarily due to the Company's net income,
compared to a use of $4,101,000 in the same period in fiscal 1996, primarily as
a result of the net loss and an increase in accounts receivable. The Company
generated $511,000 from financing activities in the first quarter of fiscal 1997
as a result of the renegotiation of its bank facility offset by regular
repayments of its loans and lease facilities. The Company used $184,000 of cash
for capital equipment expenditures.
In connection with the Acquisition in October 1995, the Company entered
into, and in October 1996 amended and restated, a Loan and Security Agreement
(the "Agreement") with a bank. Under the terms of the Agreement, the Company is
allowed to borrow (i) up to $3,500,000 in the form of a term loan (ii) up to
$6,000,000 under a revolving credit facility (including up to $5,000,000 for
letters of credit) (the "Revolver") and (iii) up to $1,500,000 in the form of an
equipment loan. At December 29, 1996, $3,281,000 was outstanding under the term
loan and letters of credit in the aggregate amount of $150,000 were outstanding
under the Revolver. No amounts were outstanding under the equipment loan at
December 29, 1996.
The Company believes that it is in compliance with all material
covenants under the Agreement as of December 29, 1996. Borrowings under the
Revolver are limited to a borrowing base which is calculated on a formula which
includes domestic and foreign accounts receivable and certain inventories, less
amounts outstanding
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under the term loan and letters of credit. Under the terms of the Agreement, as
amended, availability under the Revolver at December 29, 1996 was limited to
$1,762,000.
The Company anticipates that the combination of its current cash
balance, accounts receivable balance, Revolver, equipment loan facility and its
cash flow from operations will be sufficient to meet the Company's liquidity
requirements for the next 12 months.
If cash generated from operations is insufficient to meet the Company's
requirements for the service of its loans, its working capital needs and its
anticipated capital expenditures, the Company may be required to raise
additional capital through the sale of additional equity securities or seek
alternative methods of financing. There can be no assurance that such additional
financing, if required, can be obtained on acceptable terms, if at all.
CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS
This Form 10-QSB contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include the following: the cyclicality in the Company's
targeted markets, particularly for its commercial memory products; the rapidity
of technological change and highly competitive nature of the semiconductor
packaging industry; competition from larger companies in the commercial module
market; the rapidity of the display transition from CRT to AMLCD; dependence on
contracts with defense related companies for its memory and display products;
the movement toward the purchase of commercial off-the-shelf ("COTS") products
rather than those manufactured as compliant to specified military standards;
regulatory, political, economic and currency risks associated with international
sales which accounted for approximately 30% of net sales in fiscal 1996; risks
related to the financial condition and success of the Company's customers, the
Company's customers' products and the general economy; the likelihood that steep
declines in sales, pricing and gross margins of commercial memory products will
occur toward the end of a product's life cycle; absence of firm contractual
relationships with certain key suppliers of significant raw materials for its
memory and display products; the recent; the Company's dependence on key
personnel and ability to attract and retain qualified management, manufacturing,
quality assurance, engineering, marketing, sales and support personnel; the
possibility that subsequent changes in ownership may limit the Company's use of
net operating loss and research and development tax credit carryforwards; trends
in outsourcing; uncertainty regarding the Company's ability to integrate CVD
diamond technology into its electronic products; and market acceptance of
diamond coated tool inserts.
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PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11 Statement re: computation of per share earnings
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
A report on Form 8-K was filed with the Securities and Exchange
Commission during the quarter ended December 29, 1996, as follows:
Dated October 30, 1996 - Item 5 - Other Events
The Company and Silicon Valley Bank amended and restated the
credit facility of October 10, 1995.
The Company elected to redeem on November 30, 1996 all shares of
the Series A Preferred Stock. (Note: Prior to November 30, 1996
all holders of Preferred Stock converted their shares to Common
Stock and no shares were redeemed).
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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.
Electronic Designs, Inc. (Registrant)
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Dated: February 7, 1997 /s/ Frank D. Edwards
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Frank D. Edwards, Senior Vice President
and Chief Financial Officer Principal
Financial and Accounting Officer and
Duly Authorized Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE PAGE
- - - - ------- ------------- ----
11 Statement re: computation of per share earnings 14
27.1 Financial Data Schedule 15
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