1
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 March 30, 1997
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-21305
Electronic Designs, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3298416
----------------------------------------------------------
(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 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 Registrant's Common Stock outstanding on May 2, 1997
was 7,100,929
Exhibit Index is located on Page 12
Page 1 of 14, including exhibits
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
MARCH 30, SEPTEMBER 30,
1997 1996
ASSETS
Current asset;
Cash and cash equivalents $ 5,467,000 $ 3,290,000
Accounts receivable, net 5,893,000 6,356,000
lnventories 4,737,000 5,483,000
Prepaid expenses 97,000 143,000
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Total current assets 16,194,000 15,272,000
Property and equipment, net 3,529,000 3,843,000
Other assets 87,000 87,000
Intangible assets, net 1,628,000 1,861,000
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$ 21,438,000 $ 21,063,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,311,000 $ 828,000
Accounts payable 3,907,000 5,329,000
Accrued expenses and other liabilities 2,032,000 2,690,000
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Total current liabilities 7,250,000 8,847,000
Deferred rent 137,000 130,000
Long-term debt, net of current portion 2,552,000 2,939,000
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Total liabilities 9,939,000 11,916,000
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Shareholders' equity:
Convertible preferred stock; $0.01 par value; 8,000,000 shares
authorized; 0 and 1,823 shares issued and outstanding at
March 30, 1997 and September 30, 1996, respectively
Common stock; $0.01 par value; 20,000,000 shares authorized;
7,090,192 and 6,341,896 shares issued and outstanding at
March 30, 1997 and September 30, 1996, respectively 71,000 64,000
Additional paid in capital 26,950,000 26,943,000
Accumulated deficit (15,522,000) (17,860,000)
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Total shareholders' equity 11,499,000 9,147,000
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$ 21,438,000 $ 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 SIX MONTHS ENDED
------------------------- --------------------------
MARCH 30, MARCH 31, MARCH 30, MARCH 31,
1997 1996 1997 1996
Revenues $9,925,000 $15,564,000 $20,946,000 $29,194,000
Cost of revenues 5,966 000 10,928,000 12,728,000 21,553,000
---------- ----------- ----------- -----------
Gross profit 3,959,000 4,636,000 8,218,000 7,611,000
---------- ----------- ----------- -----------
Operating expenses:
Research and development 636,000 648,000 1,253,000 1,408,000
Selling, general and administrative 1,992,000 2,315,000 4,050,000 4,544,000
Restructuring - - - 590,000
Amortization of intangible assets 116,000 118,000 233,000 236,000
---------- ----------- ----------- -----------
2,744,000 3,O81,000 5,536,000 6,778,000
---------- ----------- ----------- -----------
Income from operations 1,215,000 1,555,000 2,682,000 833,000
---------- ----------- ----------- -----------
Other income (expense):
Interest income 60,000 2,000 109,000 47,000
Interest expense (88,000) (274,000) (193,000) (518,000)
---------- ----------- ----------- -----------
(28,000) (272,000) (84,000) (471,000)
---------- ----------- ----------- -----------
lncome before income taxes 1,187,000 1,283,000 2,598,000 362,000
Provision for income taxes 120,000 126,000 260,000 126,000
---------- ----------- ----------- -----------
Net income $1,067,000 $ 1,157,000 $ 2,338,000 $ 236,000
========== =========== =========== ===========
Net income per share $ 0.13 $ 0.14 $ 0.27 $ 0.07
========== =========== =========== ===========
Weighted average common shares and equivalents 9,783,000 9,991,000 9,823,000 7,405,000
========== =========== =========== ===========
See accompanying notes to unaudited consolidated financial statements
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ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED
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MARCH 30, MARCH 31,
1997 1996
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from (used in) operating activities:
Net income $ 2,338,000 $ 236,000
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 883,000 798,000
Noncash portion of restructuring expenses - 57,000
Common stock and stock warrants issued in payment of interest
and other expenses 10,000 37,000
Changes in assets and liabilities. net of acquired amounts:
(Increase) decrease in accounts receivable 463,000 (1,985,000)
Decrease in inventories 746,000 446,000
Decrease in prepaid expenses 46,000 63,000
Decrease in other assets - 17,000
Increase (decrease) in accounts payable (1,422,000) 343,000
Decrease in accrued expenses (658,000) (1,832,000)
Increase in deferred rent 7,000 17,000
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Net cash flows provided by (used in) operating activities 2,413,000 (1,803,000)
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Cash flows from investing activities:
Capital equipment expenditures (336,000) (175,000)
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 (336,000) (8,263,000)
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Cash flows from financing activities:
Sale of common stock, net 4,000 2,219,000
Proceeds from issuance of long-term debt 750,000 5,500,000
Principal repayments on long-term debt (654,000) (849,000)
Repayment of notes payable to officers - (290,000)
Net borrowings on revolving credit facility - 2,500,000
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Net cash flows provided by financing activities 100,000 9,080,000
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Net increase (decrease) in cash and cash equivalents 2,177,000 (986,000)
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 $ 5,467,000 $ 1,059,000
=========== ===========
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 consolidated financial
statements for the two fiscal years in the period ended September 30, 1996
included in the Company's 1996 Annual Report on 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"). The
acquisition was recorded in accordance with the purchase method and,
accordingly, 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 information has been prepared as if the acquisition
of EDI-MA was completed at the beginning of the six month period ended March 31,
1996, 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 that date:
Revenues $29,763,000
Income from operations $ 1,801,000
Net income $ 1,189,000
Net income per share $ 0.18
The proforma data above 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 proforma adjustments which were expected to
have a continuing impact on the results of operations of the combined companies
were included.
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3. INVENTORIES
Inventories consisted of the following:
MARCH 30, SEPTEMBER
1997 1996
Raw materials $3,199,000 $3,244,000
Work-in-process $35,000 1,241,000
Finished goods 1,003,000 998,000
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$4,737,000 $5,483,000
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4. NET INCOME PER SHARE
Net income 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, and (ii) the conversion
of preferred stock using the if-converted method. Primary and fully diluted
earnings per share are the same.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share".
This Statement establishes and simplifies standards of computing and presenting
earnings per share and replaces primary and fully diluted earnings per share
with basic and diluted earnings per share. SFAS 128 will be effective for the
Company's first quarter of fiscal 1998 and requires the restatement of all
previously reported earnings per share data that are presented. Early adoption
of SFAS 128 is not permitted. The Company plans to adopt this pronouncement as
required.
5. SHAREHOLDERS' EQUITY
During the six month period ended March 30,1997, 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.
6. SUBSEQUENT EVENTS
On May 13, 1997 the Company announced the decision to divest its
Crystallume Diamond Technology Division located in Santa Clara, California. At
March 30, 1997 the Crystallume division had total assets of $2.2 million. The
division recorded revenues of $209,000 in the current quarter and $357,000 for
the six months of fiscal 1997 as compared to $325,000 and $663,000 in the same
periods in the prior year. The operating loss for the second quarter and first
six months of fiscal 1997 was $225,000 nad $552,000, respectively, compared to
an operating loss of $1,294,000 and $1,446,000 for the same periods in fiscal
1996. A restructuring charge of $590,000 is included in the operating loss
recorded for the six months of the prior fiscal year.
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ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 9 of this Form 10-QSB.
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 ("CVD").
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 designed and manufactured 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.
On May 13, 1997 the Company announced the decision to divest its
Crystallume Diamond Technology Division located in Santa Clara, California. At
March 30, 1997 the Crystallume division had total assets of $2.2 million. The
division recorded revenues of $209,000 in the current quarter and $357,000 for
the six months of fiscal 1997 as compared to $325,000 and $663,000 in the same
periods in the prior year. The operating loss for the second quarter and first
six months of fiscal 1997 was $225,000 and $552,000, respectively, compared to
an operating loss of $1,294,000 and $1,446,000 for the same periods in fiscal
1996. A restructuring charge of $590,000 is included in the operating loss
recorded for the six months of the prior fiscal year.
RESULTS OF OPERATIONS
Revenues:
Revenues decreased 36% to $9,925,000 in the second quarter of fiscal 1997
from $15,564,000 in the same period in fiscal 1996. For the six month period,
revenues decreased 28% to $20,946,000 in the first half of fiscal 1997 from
$29,194,000 in the same period in fiscal 1996. These decreases in revenues were
due in part to declining average selling prices for the Company's memory
products reflecting decreases in the cost of memory chips which are the primary
raw material. The Company passed a substantial part of those cost savings
through to its customers. Unit volumes for the memory products increased in the
current quarter and first six months of fiscal 1997 as compared to the same
periods in fiscal 1996. Partially offsetting the decreases in memory product
sales were increases 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
in compliance with 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 in compliance with 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 second quarter of fiscal 1997 was $3,959,000 compared
to $4,636,000 in the same period of fiscal 1996. Gross profit for the first six
months of fiscal 1997 was $8,218,000 compared to $7,611,000 in the same period
of fiscal 1996. Gross profit for the six month period ended March 31, 1996
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 39.9% and 39.2% in the second quarter and six
months of fiscal 1997, respectively, from 29.8 and 26.1% (or 29.8% excluding the
effect of the
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nonrecurring charge of $1,100,000) in the same periods in the prior year. Gross
margin increased as a result of the higher mix of military memory products and
display products 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 second quarter and six month
period of fiscal 1997 decreased 2% and 11% to $636,000 and $1,253,000,
respectively, from $648,000 and $1,408,000 in the respective periods in fiscal
1996 due to reductions in headcount and a redirection of diamond development
efforts.
Selling, general and administrative expenses decreased by $323,000 and
$494,000 or 14% and l1%, in the first quarter and six months, respectively, in
fiscal 1997 from $2,315,000 and $4,544,000 in the respective periods in fiscal
1996. The majority of these decreases resulted from lower commissions paid to
outside sales representatives in fiscal 1997 due to the decreases in revenues
and lower legal and accounting fees.
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 $60,000 and $109,000 for the six
months of fiscal 1997 as compared to $2,000 and $47,000 in the same periods in
the prior year due to higher cash and cash equivalent balances in fiscal 1997.
Interest expense decreased $186,000 and $325,000 in the second quarter and first
six months of fiscal 1997 to $88,000 and $193,000, respectively, from $274,000
and $518,000 in the same periods in fiscal 1996 as a result of repayment of bank
loans incurred for the Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
At March 30, 1997, cash and cash equivalents were $5,467,000 representing
an increase of $2,177,000 from September 30, 1996.
In the first half of fiscal 1997, the Company generated $2,413,000 of cash
from operating activities, primarily due to the Company's net income,
depreciation and amortization and reduction in inventories and accounts
receivable offset by declines in accounts payable and accrued expenses. This
compared to a use of $1,803,000 in the same period in fiscal 1996, primarily as
a result of an increase in accounts receivable and decrease in accrued expenses
which more than offset net income, depreciation and amortization, a reduction
in inventories and an increase in accounts payable in the first half of fiscal
1997. The Company invested $336,000 of cash in capital equipment expenditures.
The Company generated $100,000 from financing activities in the first half of
fiscal 1997 as a result of the renegotiation of its bank facility which was
offset by regular repayments of its loans and lease facilities.
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 on the form of a term loan (ii) up to
$6,000,000
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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 March 30, 1997, $3,208,000 was outstanding under the term loan and
letters of credit in the aggregate amount of $100,000 were outstanding under the
Revolver. No amounts were outstanding under the equipment loan at March 30,
1997.
The Company believes that it is in compliance with all material covenants
under the Agreement as of March 30, 1997. 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 under the term loan and letters of credit. Under the terms of the
Agreement, as amended, availability under the Revolver at March 30, 1997 was
limited to $2,039,952.
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.
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 Company's ability to develop
new products; the cyclicality of product supply and demand and pricing 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 Comany's ability to divest its diamond operations
for proceeds sufficient to cover its investment; the rapidity of the display
transition from cathode ray tubes ("CRT") to active matrix liquid crystal
displays ("AMLCD"); dependence on contracts with defense related companies for
its memory and display products; the movement toward the purchase of ("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 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 and
trends in outsourcing.
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PART II: OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
The Company extended the expiration date of its Redeemable Warrants, which
are publicly traded on the Nasdaq Small Cap Market under the symbol EDIXW, to
March 22,1998.
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The matters described below were voted upon at the Annual Shareholders
Meeting on February 26,1997, and the results of the votes for each matter are
listed below each matter:
1. To elect Norman T. Hall and Thomas A. Schultz, as directors of
the Company to serve until the 1998 Annual Meeting of
Shareholders and until their respective successors are duly
elected and qualified or until their earlier resignation or
removal.
Votes For Withheld
--------- --------
Norman T. Hall 5,775,010 31,085
Thomas A Schultz 5,744,929 31,166
2. To ratify the appointment of Price Waterhouse LLP to serve as
independent accountants for the Company for the fiscal year
ending September 30, 1997.
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
5,786,545 10,800 8,750 0
ITEM 5. OTHER INFORMATION
As discussed in the notes to the financial statement under Subsequent
Events, the Company has decided to divest its Crystallume Diamond Technology
Division on May 13, 1997. At September 30, 1996, the division had total assets
of $2.5 million.
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 on February 14, 1997 reporting that the Company extended
the expiration date of the Redeemable warrants to March 22, 1998.
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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: May ___, 1997
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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 13
27.1 Financial Data Schedule 14
12