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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: December 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-4817
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-0905052
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3601 EAST UNIVERSITY DRIVE
PHOENIX, ARIZONA 85034
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 602/437-1520
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 [ ]
At February 7, 2001, 19,493,172 shares of the Registrant's Common Stock were
outstanding.
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WHITE ELECTRONIC DESIGNS CORPORATION
AND
SUBSIDIARY
INDEX
PART I FINANCIAL INFORMATION.............................................................. 2-10
Item 1. Financial Statements
Consolidated Balance Sheets
December 30, 2000, (Unaudited) and
September 30, 2000.................................................... 2
Consolidated Statements of Operations for the
First quarter ended December 30, 2000
and January 1, 2000, (Unaudited)...................................... 3
Consolidated Statements of Cash Flow for the
First quarter ended December 30, 2000
and January 1, 2000, (Unaudited)...................................... 4
Notes to Consolidated Financial
Statements (Unaudited)................................................ 5-6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations......................................................... 7
Item 3. Quantitative and Qualitative Disclosures
About Market Risk..................................................... 9
PART II OTHER INFORMATION.................................................................. 10
Item 5. Other Information....................................................... 10
Item 6. Exhibits and Reports on Form 8-K........................................ 10-11
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WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
====================================================================================
December 30, September 30,
2000 2000
(unaudited)
- ------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 1,335 $ 1,857
Accounts receivable, less allowance for
doubtful accounts of $432 and $417 17,023 14,658
Inventories 26,099 23,884
Prepaid expenses 1,849 1,752
Deferred income taxes 1,829 1,829
- ------------------------------------------------------------------------------------
Total Current Assets 48,135 43,980
Property, plant and equipment, net 7,756 8,025
Deferred income taxes 2,128 2,128
Goodwill and intangibles 618 690
Other assets, net 161 173
- ------------------------------------------------------------------------------------
Total Assets $58,798 $54,996
====================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long term debt $ 9,057 $ 6,835
Accounts payable 8,345 8,832
Accrued salaries and benefits 1,500 3,342
Accrued expenses 3,138 1,593
- ------------------------------------------------------------------------------------
Total Current Liabilities 22,040 20,602
Long term debt 1,361 1,519
Other long term liabilities 1,345 1,252
- ------------------------------------------------------------------------------------
Total Liabilities 24,746 23,373
- ------------------------------------------------------------------------------------
Shareholders' Equity 34,052 31,623
- ------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $58,798 $54,996
====================================================================================
The accompanying notes are an integral part of these financial statements.
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WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In thousands of dollars)
===============================================================================================================
Three months ended
December 30, January 1,
2000 2000
===============================================================================================================
Revenues $ 27,042 $ 18,149
Cost of revenues 17,958 12,021
- --------------------------------------------------------------------------------------------------------------
Gross profit $ 9,084 $ 6,128
Operating expenses:
Research and development 1,338 1,130
Selling, general and administrative 3,852 3,004
Amortization of intangible assets 73 190
Interest expense 188 142
- ---------------------------------------------------------------------------------------------------------------
Total expenses $ 5,451 $ 4,466
- ---------------------------------------------------------------------------------------------------------------
Income before income taxes $ 3,633 $ 1,662
Provision of income taxes 1,396 648
- ---------------------------------------------------------------------------------------------------------------
Net income $ 2,237 $ 1,014
- ---------------------------------------------------------------------------------------------------------------
Basic net income per share-basic $ 0.12 $ 0.06
Basic weighted average common shares and equivalents 18,600,478 15,941,903
- ---------------------------------------------------------------------------------------------------------------
Diluted net income per share $ 0.11 $ 0.05
Diluted weighted average common shares and equivalents (Note 2) 19,583,141 18,894,081
===============================================================================================================
The accompanying notes are an integral part of these financial statements.
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WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)
(In thousands of dollars)
- ----------------------------------------------------------------------------------------------
Three Months Ended
December 30, January 1,
2000 2000
==============================================================================================
Net cash (used) by operating activities $(2,620) $ 355
==============================================================================================
INVESTING ACTIVITIES:
Acquisition of property, plant & equipment (160) (213)
- ----------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (160) (213)
==============================================================================================
FINANCING ACTIVITIES:
Borrowings under line of credit, net 2,222 983
Retirement of long-term debt (158) (118)
Issuance of common stock 194 107
Payment of preferred stock dividend 0 $ (89)
- ----------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities $ 2,258 883
==============================================================================================
Net change in cash (522) $ 1,025
Cash at beginning of year 1,857 305
- ----------------------------------------------------------------------------------------------
Cash at end of quarter $ 1,335 $ 1,330
==============================================================================================
SUPPLEMENTAL CASH FLOWS INFORMATION
Net cash paid for interest $ 188 $ 142
==============================================================================================
The accompanying notes are an integral part of these financial statements.
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WHITE ELECTRONIC DESIGNS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of December 30, 2000, the consolidated
statements of income for the first quarter ended December 30, 2000 and January
1, 2000, and the consolidated statements of cash flows for the first quarter
ended December 30, 2000 and January 1, 2000, have been prepared by the
Registrant and are unaudited. The consolidated balance sheet of September 30,
2000 has been audited. It is the opinion of management that all adjustments
which are of a normal recurring nature necessary to present fairly such
financial statements have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these consolidated financial statements
be read in conjunction with the financial statements and notes thereto included
in the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000. The results of operations for the above noted quarter ended
December 30, 2000 are not necessarily indicative of the operating results for
the full year.
2. EARNINGS (LOSS) PER SHARE
The Company has adopted the provisions of the Statement of Financial Accounting
Standards No. 128, Earnings Per Share ("SFAS 128"). SFAS 128 requires the
presentation of basic and diluted earnings per share (EPS). Basic EPS is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted EPS is
computed giving effect to all potential dilutive common shares that were
outstanding during the period. Potential dilutive common shares consist of the
incremental common shares issuable upon exercise of stock options or conversion
of the preferred shares to common shares.
In accordance with the disclosure requirements of SFAS 128, a reconciliation of
the numerator and denominator of basic and diluted EPS is provided as follows:
- ---------------------------------------------------------------------------------------------------------------------------
FIRST QUARTER ENDED
DECEMBER 30, 2000 JANUARY 1, 2000
- ---------------------------------------------------------------------------------------------------------------------------
Per Per
Income Shares Share Loss Shares Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- ---------------------------------------------------------------------------------------------------------------------------
Net Income $2,237,000 $1,014,000
Less: Preferred stock dividends -- 89,000
- ---------------------------------------------------------------------------------------------------------------------------
BASIC EPS
Income available to common stock $ 2,237,000 18,600,478 $0.12 $ 925,000 15,941,903 $0.06
- ---------------------------------------------------------------------------------------------------------------------------
Effect of Dilutive Securities
Conversion of Preferred Stock 89,000 1,581,374
Common stock options 982,663 1,370,804
- ---------------------------------------------------------------------------------------------------------------------------
DILUTED EPS
Income (loss) available to
Common stock holders $ 2,237,000 19,583,141 $0.11 $1,014,000 18,894,081 $0.05
- ---------------------------------------------------------------------------------------------------------------------------
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3. INVENTORIES
Inventories consist of the following (in thousands of dollars):
- --------------------------------------------------------------------------------
DECEMBER 30, 2000 SEPTEMBER 30, 2000
- --------------------------------------------------------------------------------
Raw materials $14,337 $12,163
Work-in-process 9,227 9,952
Finished goods 2,535 1,769
- --------------------------------------------------------------------------------
Total Inventories $26,099 $23,884
================================================================================
4. OPERATIONS BY BUSINESS SEGMENT
The Company has two reportable business segments, each of which requires
different design and manufacturing resources, and each serves customers in
different markets. The Microelectronic segment manufactures mainly memory
products for use in telecommunications, data communications and military
aerospace markets. The Display segment manufactures liquid crystal displays and
electromechanical components for customers mainly in the aviation industry.
====================================================================================
THREE MONTHS ENDED
(In thousands of dollars) December 30, 2000 January 1, 2000
- ------------------------------------------------------------------------------------
NET SALES
Microelectronics $ 23,418 $ 14,627
Display 3,624 3,522
- ------------------------------------------------------------------------------------
TOTAL NET SALES $ 27,042 $ 18,149
- ------------------------------------------------------------------------------------
INCOME BEFORE TAX
Microelectronics $ 2,953 $ 1,262
Display 679 400
- -------------------------------------------------------------------------------------
Total income before tax $ 3,633 $ 1,662
=====================================================================================
=====================================================================================
As of As of
IDENTIFIABLE ASSETS December 30, 2000 September 30, 2000
=====================================================================================
Microelectronics $ 44,607 $ 39,392
Display 8,120 7,508
General corporate 6,071 8,096
- -------------------------------------------------------------------------------------
5. SUBSEQUENT EVENTS
On January 29, 2001 the Company completed the acquisition of Panelview, Inc., a
manufacturer of display products located in Oregon. Panelview provides optical
enhancements to display products sold to the transportation, medical and
instrumentation markets.
The Company issued 905,000 shares of common stock in exchange for all of the
outstanding shares of Panelview. Based on the average market price of the
Company's common stock in the period from three days before January 29, 2001
through three days after January 29th, the transaction had a value of
approximately $8.9 million. In addition, the former shareholders of Panelview
can earn up to an additional $1 million of the Company's common stock, if
certain revenue and operating contribution targets are met. The targets are
based on Panelview's performance over the twelve-month period from February 2001
through January 2002. If the targets are achieved, the stock will be issued in
April 2002.
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Panelview will continue to operate as a wholly owned subsidiary of the Company,
and will be included in the Company's Display segment. The combination will be
treated as a purchase for financial reporting purposes.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER ENDED DECEMBER 30, 2000 COMPARED TO THE QUARTER ENDED
JANUARY 1, 2000
NET SALES
Net Sales increased 49% to $27.0 million for the quarter ended December 30, 2000
compared to $18.1 million for the quarter ended January 1, 2000. This increase
was primarily due to a 60% increase in sales of Microelectronic components to
$23.4 million from $14.6 million. Sales of commercial memory products increased
76% from the previous year because of substantially higher shipment volume
combined with increased average selling prices based on new product sales. Sales
of high reliability products increased 34% from the same quarter of the previous
year based on higher shipment volumes of monolithic and module products. Display
sales were $102,000 higher than last year due to a 3% increase in shipment
volumes.
Sales of semiconductor products, such as the components used to make memory
products, have historically been cyclical, and subject to wide fluctuations in
supply and demand. Currently, the industry is experiencing high demand for
certain memory components. While this demand has strengthened average selling
prices, it has also caused a shortage of certain components. The industry has
already seen lead-times for components, such as Flash and SRAM products,
increase substantially. The Company is currently working to assure a steady flow
of supplies from its vendors. The ability to increase sales in the future will
be dependent on the ability to obtain adequate supplies of semiconductor
products from the manufacturers. There can be no assurances that there will be
an increase in allocations from the Company's semiconductor vendors.
The Company's ability to continue to increase sales and profits will also depend
on the continued growth of various electronics industries that use its products
such as manufacturers of telecommunications equipment, networking equipment, and
military equipment. During the first three months of fiscal 2001, 16% of total
Company sales were to Cisco Systems. In addition, 8% of total Company sales were
to Lucent Technologies. The loss of business from these customers could have an
adverse impact on the Company's financial performance. The telecommunications
industries released warnings in the current period of slowing growth rates
across the industry. This could also have an adverse affect on the Company's
future sales to this customer base.
The Company's sales are not seasonal over the course of a year.
GROSS MARGIN
Gross margin as a percentage of net sales was 34% in the first three months of
fiscal 2001, which was the same rate for the first three months of the previous
year. The Microelectronic segment saw a slight decline of margins to 31.6% from
32.2%. The main cause of this fluctuation was a change in the commercial memory
product mix sold. Gross margin for the Display segment improved to 46.6% from
40.1% in the previous year. The Display product mix included a higher base of
high margin sales in the liquid crystal display and mechanical product lines.
While gross margins remained consistent with last year, the Company could
experience competitive pressures in its markets from existing companies which
could: 1) limit our ability to hold current average selling prices, 2) restrict
access to electronic and display components, or 3) make it harder to hire and
retain key people in the manufacturing, technical, and engineering areas.
Unfavorable events in any of these areas could impact the Company's ability to
manufacture product and maintain current sales or
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gross margin levels. Accordingly, there can be no assurance that the Company
will be able to sustain its recent gross margins.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses for the three months ended December 30, 2000
increased $208,000 from the same period in the previous year. These expenses
totaled 5% of net sales for the current period, compared to 6% for the previous
year. The main source of the increase came from the Microelectronic segment,
which increased spending $228,000 from the previous year. Major ongoing product
development efforts include SDRAM, SSRAM, microprocessor modules, ball grid
array products, development of new packaging designs for memory products, and
qualification of new semiconductor products. The Display segment expenses were
$19,000 lower than last year. Spending on interface and mechanical product
development decreased $11,000 from the prior year and totaled 5% of interface
and mechanical product sales. Spending on liquid crystal display development was
approximately $8,000 lower than the same quarter of the prior year and totaled
11% of liquid crystal display net sales.
The Company believes continued strategic investment in process technology and
product development is essential for it to remain competitive in the markets it
serves. The Company is committed to the appropriate levels of expenditures for
research and development.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling expenses for the three months ended December 30, 2000, increased
$470,000 from the same period of the previous year. Increases in spending for
Microelectronic sales represented $463,000 of this increase. The largest
component of the increase in Microelectronic expenses was a $320,000 increase in
sales commission expenses based on a 60% sales increase for the segment from the
previous year. The remaining increase was mainly due to expenses for new sales
personnel, advertising, and marketing to support sales in the commercial and
military markets. Selling expenses for the Display segment were approximately
the same as the first three months of the previous year.
General and administrative expenses increased $380,000 for the three months
ended December 30, 2000, an increase of 40% when compared to the same period in
the previous year. This increase was mainly due to increased legal and
accounting expenditures to support the growth of the Company and higher salary
expenses related to increased headcount.
INTEREST EXPENSE
Interest expense increased $46,000 for the three months ended December 30, 2000,
when compared to the same period of the previous year. The increase was caused
by additional borrowings against the line of credit to support higher inventory
levels needed to support the 49% increase in revenues. Interest rates were also
higher in the reportable period by approximately .5% from the previous year.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization expense decreased $117,000 for the three months ended December 30,
2000 when compared to the same period of the previous year. The goodwill
associated with an acquisition of Electronic Designs Inc. was fully amortized as
of September 2000. The remaining goodwill amortization relates to the merger of
Electronic Designs Inc. and Bowmar Instruments.
LIQUIDITY AND CAPITAL RESOURCES
Cash on hand as of December 30, 2000 totaled $1,335,000. During the first three
months of fiscal 2001, cash used for operations was approximately $2,620,000.
The sum of net income, depreciation, and amortization totaled approximately
$2,745,000 for the three-month period. However, changes in accounts receivable,
inventories, accounts payable and other assets, based on higher levels of sales
activity, used
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approximately $5,365,000 for working capital requirements. Cash balances
decreased approximately $522,000 during the period to support the higher level
of working capital requirements.
Accounts receivable increased $2.4 million from the fiscal year ended September
30, 2000. This increase is consistent with higher quarterly sales when compared
to the first quarter of last year ($27 million this year versus $18.1 million in
the first quarter of 2000). The current accounts receivable balance of $17
million represents 63% of the current quarterly sales rate and is slightly
higher than the 58% ratio at September 30, 2000. This is due to a reduction of
accounts receivable payments in the month of December, as many businesses shut
down the last week of the month.
Inventory levels have increased $2.2 million during the first three months of
fiscal 2000 from the year ended September 30, 2000. Die, a major component to
the commercial industry, has been on allocation from vendors. Purchases are
currently being made as supplies become available. Larger allocations of one
specific die became available in the reportable period; therefore, that die and
the supporting packages were purchased to support sales for the upcoming
quarters.
Accounts payable as of December 30, 2000, were $487,000 lower than at the end of
fiscal 2000. The slight decrease was due to timing considerations, as various
substantial inventory purchases were made and paid earlier in the quarter.
Capital expenditures for the three months ended December 30, 2000 totaled
approximately $160,000. Approximately $130,000 was spent on production equipment
for the Microelectronic manufacturing facilities. The remaining capital
expenditure funds were spent on computer equipment and various manufacturing
apparatus throughout the Company. Capital expenditures for the remaining portion
of fiscal 2001 may be higher than the amounts incurred in the first quarter.
Cash from operations, line of credit borrowings, or operating lease financing
will fund future capital expenditures.
The Company uses a $12 million revolving credit agreement with Bank One for
short-term financing needs. As of the end of the first quarter, the Company was
in compliance with all debt covenant requirements in the loan agreement. We
believe that cash generated by operations, in addition to our borrowing
capability, should be sufficient to fund our cash needs for the next twelve
months.
Certain matters discussed in this document contain forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for such forward-looking statements. The words "believe," "expect," "anticipate"
and other similar statements of expectations identify forward-looking statements
that speak only as of the date the statement is made. These forward-looking
statements are based largely on Management's expectations and are subject to a
number of risks and uncertainties, some of which cannot be predicted or
quantified and are beyond the Company's control. Certain risks are described
above and in the Company's Annual Report on Form 10-K under the heading "Risk
Factors". In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this document will prove to be
accurate. Actual results may differ materially from those in the forward-looking
statements.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of the end of the quarter ended December 30, 2000 the Company had an
outstanding balance of $8.4 million borrowed against its revolving line of
credit with Bank One. During the first quarter, the average outstanding balance
on a daily basis was approximately $5.7 million, including an average of $2.3
million dollars funded at the LIBOR rate plus 2.25%. The interest charged
against the non-LIBOR borrowings is the Bank One "prime rate," which is similar
to the prime rate charged by major banking institutions in the United States.
During the first quarter of fiscal 2001 this rate averaged 9.50% and was at
9.50% as of December 30, 2000. As of the end of the quarter, LIBOR plus 2.25%
was approximately .47% lower than the Bank One "prime rate." While the borrowing
rate change is expected to decrease interest expense, the Company is still
subject to interest rate fluctuations based on LIBOR.
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Based on average borrowings of $5.7 million per quarter, a hypothetical rate
change of 0.5% would increase interest expense approximately $7,125 per quarter.
Using an average outstanding balance of $8.4 million, a 0.5% rate increase would
increase interest expense approximately $10,500 per quarter from current expense
levels. The Company believes that moderate interest rate increases will not have
a material adverse impact on its results of operations, or financial position,
in the foreseeable future.
PART II
ITEM 5
OTHER INFORMATION
On January 29, 2001 the Company completed the acquisition of Panelview, Inc., a
manufacturer of display products located in Oregon. Panelview provides optical
enhancements to display products sold to the transportation, medical and
instrumentation markets.
The Company issued 905,000 shares of common stock in exchange for all of the
outstanding shares of Panelview. Based on the average market price of the
Company's common stock in the period from three days before January 29, 2001
through three days after January 29th, the transaction had a value of
approximately $8.9 million. In addition, the former shareholders of Panelview
can earn up to an additional $1 million of the Company's common stock, if
certain revenue and operating contribution targets are met. The targets are
based on Panelview's performance over the twelve-month period from February 2001
through January 2002. If the targets are achieved, the stock would be issued in
April 2002.
Panelview will continue to operate as a wholly owned subsidiary of the Company,
and will be included in the Company's Display segment. The combination will be
treated as a purchase for financial reporting purposes.
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
a. EXHIBITS
2.1 Agreement and Plan of Merger dated May 3, 1998 by and among
Bowmar Instrument Corporation and Electronic Designs, Inc. and
Bravo Acquisition Subsidiary, Inc. (incorporated herein by
reference to Exhibit 2 to the current Report on Form 8-K filed
on May 6, 1998.)
2.1A Amendment to Agreement and Plan of Merger dated June 9, 1998
(incorporated herein by reference to Exhibit 2.1A to the
Registration Statement on Form S-4, filed on June 11, 1998,
Registration No. 333-56565).
2.1B Amendment to Agreement and Plan of Merger dated August 24,
1998 (incorporated herein by reference to Exhibit 2.1B to the
Registration Statement on Form S-4, filed on September 2,
1998, Registration No. 333-56565).
3.1 Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 to Annual Report on Form
10-K filed December 24, 1998).
3.2 Amended and Restated Code of By-laws (incorporated herein by
reference to Exhibit 3.2 to Annual Report on Form 10-K filed
December 24, 1998).
4.1A Amendment No. 1 to Rights Agreement, effective as of May 3,
1998 (incorporated herein by reference to Exhibit 4.3 to the
Registration Statement on Form S-4, filed on June 11, 1998,
Registration No. 333-56565).
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*10.29 Agreement and Plan of Reorganization dated January 29, 2001 by
and among White Electronic Designs Corporation, PV Acquisition
Corporation, Panelview, Inc. and Panelview Partners L.P.
*11 Earnings per share computation
(b.) Reports on Form 8-K.
None.
* Filed herewith.
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 thereto duly authorized.
WHITE ELECTRONIC DESIGNS CORPORATION
/S/ Hamid R. Shokrgozar
--------------------------------
Chief Executive Officer
/S/ William J. Rodes
--------------------------------
William J. Rodes
Chief Accounting Officer
Dated: February 13, 2001
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INDEX TO EXHIBITS
EXHIBITS
2.1 Agreement and Plan of Merger dated May 3, 1998 by and among
Bowmar Instrument Corporation and Electronic Designs, Inc. and
Bravo Acquisition Subsidiary, Inc. (incorporated herein by
reference to Exhibit 2 to the current Report on Form 8-K filed
on May 6, 1998.)
2.1A Amendment to Agreement and Plan of Merger dated June 9, 1998
(incorporated herein by reference to Exhibit 2.1A to the
Registration Statement on Form S-4, filed on June 11, 1998,
Registration No. 333-56565).
2.1B Amendment to Agreement and Plan of Merger dated August 24,
1998 (incorporated herein by reference to Exhibit 2.1B to the
Registration Statement on Form S-4, filed on September 2,
1998, Registration No. 333-56565).
3.1 Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 to Annual Report on Form
10-K filed December 24, 1998).
3.2 Amended and Restated Code of By-laws (incorporated herein by
reference to Exhibit 3.2 to Annual Report on Form 10-K filed
December 24, 1998).
4.1A Amendment No. 1 to Rights Agreement, effective as of May 3,
1998 (incorporated herein by reference to Exhibit 4.3 to the
Registration Statement on Form S-4, filed on June 11, 1998,
Registration No. 333-56565).
*10.29 Agreement and Plan of Reorganization dated January 29, 2001 by
and among White Electronic Designs Corporation, PV Acquisition
Corporation, Panelview, Inc. and Panelview Partners L.P.
*11 Earnings per share computation