<PAGE> 1
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: April 3, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-4817
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Indiana 35-0905052
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
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 May 10, 1999, 15,808,401 shares of the Registrant's Common Stock were
outstanding.
<PAGE> 2
WHITE ELECTRONIC DESIGNS CORPORATION
AND
SUBSIDIARY
Index
<TABLE>
<S> <C>
PART I FINANCIAL INFORMATION 2-11
Item 1. Financial Statements
Consolidated Balance Sheets
April 3, 1999, (Unaudited) and
September 30, 1998 ............................................... 2
Consolidated Statements of Operations
Second quarter and six months ended
April 3, 1999 and March 29, 1998, (Unaudited) .................... 3
Statement of Shareholders' Equity
Six months ended April 3, 1999 (Unaudited) ....................... 4
Consolidated Statements of Cash Flow Six months ended April 3,
1999 and March 29, 1998, (Unaudited) ............................. 5
Notes to Consolidated Financial
Statements (Unaudited) ........................................... 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations .................................................... 8
PART II OTHER INFORMATION 11-12
Item 4. Submission of Matters to Vote of Security Holders .................. 11
Item 6. Exhibits and Reports on Form 8-K ....................................12
</TABLE>
1
<PAGE> 3
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------
April 3, September 30,
1999 1998
(Unaudited) (Note 1)
- - - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 496 $ 2,756
Accounts receivable, less allowance for
doubtful accounts of $184 and $320 8,136 3,584
Inventories 9,951 6,191
Prepaid expenses 783 109
Deferred income taxes 1,369 1,200
- - - -------------------------------------------------------------------------------------------------------------------
Total Current Assets 20,735 13,840
Property, plant and equipment, net 7,241 2,066
Deferred income taxes 3,638 -
Goodwill and intangibles 1,823 929
Other assets, net 222 1,100
- - - -------------------------------------------------------------------------------------------------------------------
Total Assets $ 33,659 $ 17,935
===================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long term debt $ 2,243 $ 2,332
Accounts payable 5,094 3,503
Accrued salaries and benefits 2,012 503
Accrued expenses 2,343 2,295
- - - -------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 11,692 8,633
Long term debt 2,489 -
Other long term liabilities 401 -
- - - -------------------------------------------------------------------------------------------------------------------
Total Liabilities 14,582 8,633
- - - -------------------------------------------------------------------------------------------------------------------
Shareholders' Equity 19,077 9,302
- - - -------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 33,659 $ 17,935
===================================================================================================================
</TABLE>
See notes to Consolidated Financial Statements.
Note 1 - As a result of the merger on October 26, 1998 of White Electronic
Designs Corporation (formerly Bowmar Instrument Corporation) and Electronic
Designs, Inc. (EDI), which was accounted for as a purchase by EDI of Bowmar, the
financials for the fiscal year ending September 30, 1998 include only the
results of EDI.
2
<PAGE> 4
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(in thousands of dollars, except share and per share data)
<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
April 3, March 29, April 3, March 29,
1999 1998 1999 1998
(Note 1) (Note 1)
- - - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 12,960 $ 7,900 $ 25,262 $ 17,310
Cost of revenues 9,978 6,350 20,103 12,957
- - - ----------------------------------------------------------------------------------------------------------------------
Gross margin 2,982 1,550 5,159 4,353
- - - ----------------------------------------------------------------------------------------------------------------------
Operating expenses:
Research and development 944 650 1,863 1,288
Selling, general and administrative 2,756 1,922 4,872 3,692
Merger expenses 100 -- 852 --
Amortization of intangible assets 189 116 354 233
Interest expense 120 36 207 60
- - - ----------------------------------------------------------------------------------------------------------------------
Total expenses 4,109 2,724 8,148 5,273
- - - ----------------------------------------------------------------------------------------------------------------------
Loss before income taxes (1,127) (1,174) (2,989) (920)
Income tax benefit 451 100 1,195 --
- - - ----------------------------------------------------------------------------------------------------------------------
Net loss from operations $ (676) $ (1,074) $ (1,794) $ (920)
- - - ----------------------------------------------------------------------------------------------------------------------
Loss from discontinued operations
net of income tax benefit of $28 (342) -- (342) --
- - - ----------------------------------------------------------------------------------------------------------------------
Net loss $ (1,018) $ (1,074) $ (2,136) $ (920)
- - - ----------------------------------------------------------------------------------------------------------------------
Loss per share, continuing operations $ (0.05) $ (0.12) $ (0.14) $ (0.10)
Loss per share, discontinued operations (0.02) -- (0.02) --
- - - ----------------------------------------------------------------------------------------------------------------------
Basic net loss per share $ (0.07) $ (0.12) $ (0.16) $ (0.10)
Basic weighted average common shares 15,794,000 8,989,000 14,895,000 9,014,000
======================================================================================================================
</TABLE>
See notes to Consolidated Financial Statements.
Note 1 - As a result of the merger on October 26, 1998 of White Electronic
Designs Corporation (formerly Bowmar Instrument Corporation) and Electronic
Designs, Inc. (EDI), which was accounted for as a purchase by EDI of Bowmar, the
financials for the second quarter and first six months of fiscal 1998 include
only the results of EDI.
3
<PAGE> 5
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
FOR THE SIX MONTHS ENDED APRIL 3, 1999
(in thousands of dollars)
<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------------------------------------------------------------
Additional Total
Preferred Common Treasury Paid-in Retained Shareholders'
Stock Stock Stock Capital Earnings Equity
- - - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1998 $ - $ 72 $ (186) $ 26,998 $ (17,582) $ 9,302
Net loss (2,136) (2,136)
Exercise of Stock Options 2 1 3
Issuance of Stock Warrants 15 15
Merger (Note 2) 120 1,511 182 10,260 12,073
Payment of preferred dividends (180) (180)
- - - ----------------------------------------------------------------------------------------------------------------------------
Balance, April 3, 1999 $ 120 $ 1,585 $ (4) $ 37,274 $ (19,898) $ 19,077
- - - ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to Consolidated Financial Statements
4
<PAGE> 6
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands of dollars)
<TABLE>
<CAPTION>
- - - ---------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED
April 3, March 29,
1999 1998
(Note 1)
- - - ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES $ (500) $ (40)
- - - ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (1,172) (441)
Cash acquired in acquisition 224 -
Proceeds from sales of property, plant and equipment - 500
- - - ---------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities (948) 59
- - - ---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Borrowings under line of credit, net 1,727 -
Borrowings of long-term debt 22 -
Issuance of long-term debt - 150
Retirement of long-term debt (2,384) (549)
Issuance of common stock 3 25
Repurchase of common stock - (310)
Payment of preferred stock dividends (180) -
- - - ---------------------------------------------------------------------------------------------------------
Net cash used in financing activities (812) (684)
- - - ---------------------------------------------------------------------------------------------------------
Net change in cash (2,260) (665)
Cash at beginning of year 2,756 4,212
- - - ---------------------------------------------------------------------------------------------------------
Cash at end of period $ 496 $ 3,547
- - - ---------------------------------------------------------------------------------------------------------
NON-CASH INVESTING AND FINANCING ACTIVITIES
Details of Acquisition
Fair value of assets required $18,074 $ -
Fair value of liabilities assumed (5,351) -
- - - ---------------------------------------------------------------------------------------------------------
Net assets required $12,723 $ -
Acquisition costs (650) -
- - - ---------------------------------------------------------------------------------------------------------
Stock issued in connection with the merger $12,073 $ -
=========================================================================================================
</TABLE>
See notes to Consolidated Financial Statements
Note 1 - As a result of the merger on October 26, 1998 of White Electronic
Designs Corporation (formerly Bowmar Instrument Corporation) and Electronic
Designs, Inc. (EDI), which was accounted for as a purchase by EDI of Bowmar, the
financials for the first six months of fiscal 1998 include only the results of
EDI.
5
<PAGE> 7
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of April 3, 1999, the consolidated statements
of income for the second quarter ended April 3, 1999 and March 29, 1998, and the
consolidated statements of cash flows for the six months ended April 3, 1999 and
March 29 1998, have been prepared by the Registrant without audit. In the
opinion of management 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. The results of operations for the above noted periods ended
April 3, 1999, are not necessarily indicative of the operating results for the
full year. For further information, refer to White Electronic Designs
Corporation's (formerly Bowmar Instrument Corporation) Annual Report on Form
10-K for the year ended October 3, 1998 and Electronic Designs, Inc., 1998
consolidated financial statements and footnotes thereto in White Electronic
Designs Corporation's Form 8-K/A filed on January 11, 1999.
2. ACQUISITION
On October 26, 1998, Bowmar Instrument Corporation ("Bowmar") merged with
Electronic Designs, Inc. ("EDI"). In connection with the merger, Bowmar changed
its name to White Electronic Designs Corporation (the "Company"). While Bowmar
was the legal acquirer, the merger was accounted for as a reverse acquisition
purchase whereby EDI was deemed to have acquired Bowmar for financial reporting
purposes. Consistent with the reverse acquisition purchase accounting treatment,
the historical financial statements presented for periods prior to the merger
date are the financial statements of EDI, not the previously reported
consolidated financial statements of Bowmar. The operations of Bowmar have been
included in the financial statements from the date of the merger.
The average market value of the Bowmar Common Stock and Preferred Stock for a
reasonable period of time before and after the announcement of the merger
determined the purchase price for accounting purposes. The average market value
of Bowmar stocks used to record the purchase was $1.26 per share for common
stock with 6,674,992 shares outstanding and $26.94 per share for preferred stock
with 119,906 shares outstanding at the merger date. The aggregate value of the
stocks and stock options outstanding used to record the purchase were
$11,633,000 and $440,000 respectively. In addition, direct expenses of the
purchase of $650,000 consisting of legal, accounting and other fees were
included in the purchase price recorded.
The Company allocated costs in excess of net assets acquired of $4,075,000, to
inventory, fixed assets, and intangible assets, which are being amortized over
various periods ranging from 3 months to 15 years on a straight line basis.
6
<PAGE> 8
The following unaudited pro forma information shows the results of operations of
EDI and Bowmar for the quarter and six months ended April 3, 1999 and March 29,
1998, assuming the companies had combined as of October 1, 1997.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 3, March 29, April 3, March 29,
1999 1998 1999 1998
- - - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $ 12,960 $ 16,065 $ 25,262 $ 33,107
Net loss, continuing operations $ (676) $ (561) $ (1,428) $ (620)
Basic loss per share, continuing operations $ (0.05) $ (0.04) $ (0.11) $ (0.05)
- - - ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
This pro forma information does not purport to be indicative of the results that
actually would have been obtained if the companies had been combined during the
periods presented and is not intended to be a projection of future results.
3. EARNINGS (LOSS) PER SHARE
The Company has adopted the provisions of the Statement of Financial Accounting
Standards No. 128, Earnings Per Share ("SFAS 128") effective January 3, 1998.
SFAS 128 requires the presentation of basic and diluted earnings per share.
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.
The computation of net earnings (loss) per share is based on the weighted
average number of shares of common stock outstanding during the periods
presented. The weighted average shares outstanding for the periods presented
were adjusted to reflect the 1.275 exchange ratio in the conversion of EDI
common stock in connection with the merger.
In accordance with the disclosure requirements of SFAS 128, a reconciliation of
the numerator and denominator of basic EPS is provided as follows:
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------------
Second Quarter Ended
April 3, 1999 March 29, 1998
- - - -----------------------------------------------------------------------------------------------------------------------------------
Loss Shares Per Share Loss Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loss from continuing operations net of tax $(676,000) $(1,074,000)
Less: preferred stock dividends (90,000)
- - - -----------------------------------------------------------------------------------------------------------------------------------
Basic EPS
Loss from continuing operations, net of tax $(766,000) 15,794,000 $(0.05) $(1,074,000) 8,989,000 $(0.12)
- - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 9
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------------
Six Months Ended
April 3, 1999 March 29, 1998
- - - -----------------------------------------------------------------------------------------------------------------------------------
Loss Shares Per Share Loss Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loss from continuing operations net of tax $(1,794,000) $(920,000)
Less: preferred stock dividends (180,000)
- - - -----------------------------------------------------------------------------------------------------------------------------------
Basic EPS
Loss from continuing operations, net of tax $(1,974,000) 14,895,000 $(0.14) $(920,000) 9,014,000 $(0.10)
- - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4. INVENTORIES
Inventories consist of the following (in thousands of dollars):
<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------
April 3, 1999 September 30, 1998
- - - ----------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 5,536 $ 4,193
Work-in-process 3,297 265
Finished goods 1,118 1,733
- - - ----------------------------------------------------------------------
Total Inventories $ 9,951 $ 6,191
======================================================================
</TABLE>
5. DISCONTINUED OPERATIONS
The net loss represents a final settlement of claims made by the buyer in
connection with the October 1997 sale of Crystallume.
6. DEBT AGREEMENT
During the first quarter of 1999 the Company executed a modification to its
credit facility with Bank One. These modifications increased the revolving line
of credit and modified certain restrictive covenants. At the close of the
quarter ended April 3, 1999, the Company was not in compliance with certain of
the restrictive covenants. The Company and the bank have modified the credit
facility to revise those restrictive covenants. The Company currently is in
compliance with the revised covenants.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
On October 26, 1998, Bowmar Instrument Corporation ("Bowmar") merged with
Electronic Designs, Inc. ("EDI"). In connection with the merger, Bowmar changed
its name to White Electronic Designs Corporation (the "Company"). While Bowmar
was the legal acquirer, the merger was accounted for as a reverse acquisition
purchase whereby EDI was deemed to have acquired Bowmar for financial reporting
purposes. Consistent with the reverse acquisition purchase accounting treatment,
the historical financial statements presented for periods prior to the merger
date are the financial statements of EDI, not the previously reported
consolidated financial statements of Bowmar. The operations of Bowmar have been
included in the financial statements from the date of the merger.
8
<PAGE> 10
Results Of Operation
Net Sales
Sales for the second quarter ended April 3, 1999 were $12,960,000, an increase
of 64% compared to prior year sales for the second quarter of $7,900,000. Sales
for the first six months of fiscal 1999 were $25,262,000, an increase of 46%, as
compared to $17,310,000 for the same period of fiscal 1998. The increase is due
to inclusion in the financial presentation for the 1999 second quarter and six
months of the combined results of the former Bowmar and EDI. If the sales of
Bowmar had been included in the second quarter and six months of 1998, combined
sales for those periods would have been $16,065,000 and $33,107,000
respectively. The primary reasons for the decrease in combined sales are the
lower average sales prices and the lower demand in the military memory market
brought on by the conversion to commercial-off-the-shelf (COTS) parts.
Gross Margin
Gross margins for the quarter and six months ended April 3, 1999 increased by
$1,432,000 and $806,000 respectively from the same periods of fiscal 1998. The
inclusion of Bowmar's sales and cost of goods sold in the second quarter and six
months of fiscal 1998 would have resulted in a decrease in gross margin of
$1,356,000 and $4,573,000 for the second quarter and six months of fiscal 1999
respectively compared to the same periods of fiscal 1998. The gross margin
decline is mainly attributable to the decline in sales combined with the
nonrecurring inventory revaluations and merger related expenses of $1,823,000
during fiscal 1999.
Research and Development Expenses
Research and development expenses for the second quarter and six months ended
April 3, 1999 were up $294,000 and $575,000 respectively as compared to the same
periods in the prior year. The inclusion of Bowmar's research and development
expense in the second quarter and six months of fiscal 1998 would have resulted
in overall increases of $55,000 and $157,000 respectively in the second quarter
and six months of fiscal 1999.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the 1999 second quarter
increased $834,000 versus the same period in fiscal 1998 and increased
$1,180,000 for the six months of fiscal 1999 compared to the same period of
fiscal 1998. The inclusion of Bowmar's selling, general and administrative
expenses in the second quarter and first six months of fiscal 1998 would have
resulted in a decrease of $641,000 and $2,614,000 for the second quarter and
first six months of fiscal 1999 respectively. The decrease is a result of the
savings realized from the closure of Bowmar's corporate office at the end of the
fiscal 1998 first quarter. In addition, sales costs and commissions are lower as
a result of reorganization in the sales departments and lower commissions
following a decline in sales. Finally, the Company is just beginning to realize
savings in selling, general and administrative expenses due to efficiencies
resulting from the merger.
Interest Expense
Interest expense in the second quarter and first six months of fiscal 1999
increased $84,000 and $147,000, respectively compared to interest expense for
the same periods in fiscal 1998. The increase is due to the inclusion of
Bowmar's debt in the 1999 results.
9
<PAGE> 11
Amortization of Intangible Assets
Amortization of intangible assets increased by $73,000 for the second quarter
and $121,000 for the first six months of fiscal 1999 as compared to the same
periods in fiscal 1998. Gross intangible assets increased $1,247,000 as a result
of the merger. These assets are being amortized over four and five years using
the straight line method.
Discontinued Operations
In connection with the October 1997 sale by EDI of Crystallume, Inc., the
Company had recorded a receivable in the amount of $625,000. As previously
disclosed, the buyer asserted an indemnity claim against the Company and refused
to pay the $625,000 balance due including the initial installment of $250,000
which was due on October 1, 1998. See Form 8-K/A filed January 11, 1999. The
Company and the buyer have resolved this matter. In exchange for executing
mutual releases the Company has reduced the receivable to $325,000 and agreed to
forego future royalties.
Year 2000
Many computer systems experience problems handling dates beyond the year 1999.
Many existing computer programs only use two digits to identify a year in the
date field. As a result, computer systems and/or software used by many computers
may need to be upgraded to comply with such "Year 2000" requirements. Such
systems and programs must be modified or replaced prior to January 1, 2000 in
order to remain functional. Significant uncertainty exists in the hardware and
software industry concerning the potential effects associated with such
compliance. The Company has undertaken a company-wide review of its Year 2000
exposure. The Company has surveyed its supporting systems and has implemented a
plan to make its systems Year 2000 compliant by August 1999. All current
products are now Year 2000 compliant. The Company has also been in contact with
its major suppliers and vendors, each of which is either Year 2000 compliant or
is completing system upgrades to become compliant. The Company is currently
responding to customer inquiries with respect to the Year 2000 issue. If
modifications and conversions to address the Year 2000 issue are not completed
on a timely basis or are not fully effective, the Year 2000 problem may have a
material adverse effect on the Company. The Company expects to implement
successfully the systems and programming changes necessary to address the Year
2000 issue and does not believe the cost of such actions will have a material
adverse effect on the Company, its results of operations or financial
conditions. The Company also relies, directly and indirectly, on the external
systems of business enterprises such as customers, suppliers, creditors, and
financial organizations for accurate exchange of data. Even if the Company's
products or its internal systems are not materially affected by the Year 2000
issue, the Company could be affected through disruptions in the operations of
its internal systems and business operations, and there can be no assurance that
such will not result in a material disruption of its business, financial
condition or result of operations.
Financial Condition and Liquidity
As of April 3, 1999, working capital increased to $9,043,000 from $5,207,000,
principally as a result of the increase in current assets due to the merger.
The Company's operations used approximately $500,000 cash in the first six
months of fiscal 1999. This mainly represents the net loss for the period. The
Company incurred approximately $1,004,000 in depreciation and amortization in
the first six months of fiscal 1999.
Cash flows used from financing activities primarily resulted from the retirement
of long term debt of $2,384,000.
10
<PAGE> 12
During the first quarter of 1999 the Company executed a modification to its
credit facility with Bank One. These modifications increased the revolving line
of credit to $6,000,000 and modified certain restrictive covenants. At the close
of the quarter ended April 3, 1999, the Company was not in compliance with
certain of the restrictive covenants. The Company and the bank have modified the
credit facility to revise those restrictive covenants. The Company currently is
in compliance with the revised covenants.
Management believes that cash generated by operations, in addition to the
Company's borrowing capability, should be sufficient to fund the Company's cash
needs for the foreseeable future.
Certain matters discussed in this document contain forward-looking statements.
The words "believe," "expect" and "anticipate" 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, including, but not limited
to the Company's ability to implement cost savings initiatives while
maintaining production levels, the Company's ability to price its products
competitively and obtain new orders, trends in customer outsourcing and
competition from suppliers with greater resources than those of the Company.
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.
PART II
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders was held on February 11, 1999.
(b) At that meeting all of the then current directors were re-elected. The
vote was as follows:
- - - -------------------------------------------------------------------------------
Name For Withhold Authority
- - - -------------------------------------------------------------------------------
Norman T. Hall 14,617,571 131,086
Donald F. McGuinness 14,617,571 131,086
Thomas M. Reahard 14,617,371 131,286
Hamid R. Shokrgozar 14,617,371 131,286
Thomas J. Toy 14,617,571 131,086
Edward A. White 14,615,971 132,686
(c) At that meeting the shareholders ratified the selection of
PricewaterhouseCoopers LLP as the Company's independent auditors for fiscal
1999. The vote was as follows:
For 12,384,650
Against 26,016
Abstain 65,865
11
<PAGE> 13
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
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).
4.1 Rights Agreement, dated as of December 6, 1996 between the Registrant and
American Stock Transfer and Trust Corporation (incorporated herein by reference
to Exhibit 5C to the Current Report on Form 8-K filed December 19, 1996).
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, Registration No. 333-56565).
27 Financial Data Schedule
b. REPORTS ON FORM 8-K.
Form 8-K/A filed January 11, 1999.
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/ Joseph G. Warren, Jr.
------------------------------------
Joseph G. Warren, Jr.
Vice President Finance
Dated: May 17, 1999
12
<PAGE> 14
EXHIBIT INDEX
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).
4.1 Rights Agreement, dated as of December 6, 1996 between the Registrant and
American Stock Transfer and Trust Corporation (incorporated herein by reference
to Exhibit 5C to the Current Report on Form 8-K filed December 19, 1996).
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, Registration No. 333-56565).
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-02-1999
<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-03-1999
<CASH> 496
<SECURITIES> 0
<RECEIVABLES> 8320
<ALLOWANCES> (184)
<INVENTORY> 9951
<CURRENT-ASSETS> 20735
<PP&E> 7241
<DEPRECIATION> 0
<TOTAL-ASSETS> 33659
<CURRENT-LIABILITIES> 11692
<BONDS> 0
0
120
<COMMON> 1585
<OTHER-SE> 17372
<TOTAL-LIABILITY-AND-EQUITY> 33659
<SALES> 12960
<TOTAL-REVENUES> 12960
<CGS> 9978
<TOTAL-COSTS> 9978
<OTHER-EXPENSES> 3989
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 120
<INCOME-PRETAX> (1127)
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</TABLE>
