<PAGE> 1
FORM 10-Q/A NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from
COMMISSION FILE NUMBER: 0-12113
CONNECTIVITY TECHNOLOGIES INC.
(Exact name of small business issuer as specified in its charter)
Delaware 94-2691724
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
680 Mechanic Street, Leominster, MA 01453
-----------------------------------------
(Address of principal executive offices)
(978) 537-9138
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
-------- ---------
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 5,565,256 shares of Common Stock, par
value. $.04 per share, outstanding as of September 1, 1998.
<PAGE> 2
CONNECTIVITY TECHNOLOGIES INC.
INDEX
<TABLE>
<CAPTION>
Page No.
PART I - FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Condensed Consolidated Balance Sheets
as of March 31, 1998 (Unaudited) and December 31, 1997.....................................3
Condensed Consolidated Statement of Operations
(Unaudited) for the Three Months Ended
March 31, 1998 and 1997....................................................................4
Condensed Consolidated Statement of Cash Flows
(Unaudited) for the Three Months
Ended March 31, 1998 and 1997..............................................................5
Notes to Condensed Consolidated Financial
Statements (Unaudited).....................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.....................................................................11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.....................................14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...............................................................15
</TABLE>
<PAGE> 3
CONNECTIVITY TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1998
ASSETS (UNAUDITED) DECEMBER 31, 1997
--------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 117,544 $ 245,843
Accounts receivable, less allowance 5,194,570 6,002,821
Inventories 2,650,558 2,322,720
Marketable securities 2,812,249 3,127,012
Prepaid expenses and other assets 66,531 190,287
Assets held for sale 4,832,553 5,167,670
--------------- ----------------
Total current assets 15,674,005 17,056,353
Property, plant and equipment 6,900,478 6,593,167
Deposits and other assets 156,322 95,105
Goodwill and intangible assets, net of accumulated
amortization 6,438,148 6,514,908
Assets held for sale 4,096,984 4,022,938
--------------- ----------------
Total assets $ 33,265,937 $ 34,282,471
=============== ================
LIABILITIES
CURRENT LIABILITIES
Long term debt, in default $ 16,300,000 $ 18,300,000
Subordinated notes, in default 5,650,000
Trade accounts payable 4,005,142 4,492,397
Accrued compensation and commissions 434,363 295,996
Federal and state income taxes 651,984 3,356,314
Accrued liabilities 2,288,456 3,296,734
--------------- ----------------
Total current liabilities 29,329,945 29,741,441
STOCKHOLDERS' EQUITY
Preferred stock - par value $.01 per share;
authorized 10,000,000 shares, none issued
Series B Common Stock - par value $.04 per share;
authorized 750,000 shares, none issued
Common Stock - par value $.04; authorized 20,000,000
shares, outstanding 5,565,256 shares, net of 206,601
shares held in treasury 222,610 222,610
Additional paid-in capital 109,336,244 109,336,244
Accumulated deficit (105,926,144) (105,635,869)
Unrealized gain on marketable security, net of tax 303,282 618,045
--------------- ----------------
Total stockholders' equity 3,935,992 4,541,030
--------------- ----------------
Total liabilities and stockholders' equity $ 33,265,937 $ 34,282,471
=============== ================
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
Page 3
<PAGE> 4
CONNECTIVITY TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1998 MARCH 31,1997
---------------------- -------------------
<S> <C> <C>
Net sales $ 11,803,705 $ 8,137,857
Cost of goods sold 9,637,372 6,573,864
------------ -----------
Gross profit 2,166,333 1,563,993
Selling, general and administrative expenses 2,054,633 2,242,003
------------ -----------
Operating income (loss) 111,700 (678,010)
Other income (expense):
Interest expense, net (450,206) (703,549)
Other 10,080 (2,500)
------------ -----------
(440,126) (706,049)
------------ -----------
Loss from continuing operations before income taxes (328,426) (1,384,059)
Income taxes (409,681)
------------ -----------
Loss from continuing operations (328,426) (974,378)
Discontinued operations:
Income from discontinued operations, net of income taxes 399,537
Gain on sale, net of income taxes 38,151
------------ -----------
38,151 399,537
------------ -----------
Income (loss) before extraordinary income (290,275) (574,841)
Extraordinary income recognized on settlement of
subordinated debt, less income taxes of $481,800
------------ -----------
Net income $ (290,275) $ (574,841)
============ ===========
Basic and diluted income (loss) per share
Continuing operations $ (0.06) $ (0.17)
Discontinued operations 0.01 0.07
------------ -----------
Extraordinary income
------------
Net income $ (0.05) $ (0.10)
============ ===========
Weighted average shares outstanding 5,565,256 5,565,074
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 4
<PAGE> 5
CONNECTIVITY TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,1998 MARCH 31,1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Loss from continuing operations $ (328,426) $ (974,378)
Adjustments to reconcile loss from continuing operations to
cash used for operating activities:
Depreciation and amortization 404,314 423,908
Changes in assets and liabilities:
Accounts receivable, net 808,251 (36,393)
Inventories, net (327,838) (459,828)
Prepaid expenses, deposits and other assets 62,539 25,504
Assets held for sale, net 331,360 (551,329)
Trade accounts payable (487,255) 1,302,571
Accrued liabilities and federal and state income taxes payable (3,532,333) (1,289,808)
------------ ------------
Net cash used for continuing operations (3,069,388) (1,559,753)
Discontinued operations:
Income 399,537
Depreciation and amortization 58,691
Changes in assets, net (596,948)
------------ ------------
Net cash used for discontinued operations 0 (138,720)
------------ ------------
NET CASH USED FOR OPERATING ACTIVITIES (3,069,388) (1,698,473)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (570,546) (340,558)
Purchases of property, plant and equipment, discontinued operations (81,319)
Purchases of property, plant and equipment, assets held for sale (138,365) (44,220)
Proceeds from sale of investments 201,677
------------ ------------
NET CASH USED FOR INVESTING ACTIVITIES (708,911) (264,420)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 4,000,000 1,950,000
Repayment of long-term borrowings (350,000)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,650,000 1,950,000
------------ ------------
Net decrease in cash (128,299) (12,893)
Cash at beginning of period 245,843 204,438
------------ ------------
CASH AT END OF PERIOD $ 117,544 $ 191,545
============ ============
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
Page 5
<PAGE> 6
CONNECTIVITY TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
Note 1 - Condensed Consolidated Financial Statements
The Condensed Consolidated Financial Statements included herein
have been prepared by Connectivity Technologies Inc. ("CTI" or "the Company")
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures which are made are
adequate to make the information presented not misleading. Further, the
Condensed Consolidated Financial Statements have been prepared in accordance
with generally accepted accounting principles for interim financial information,
the instructions to Form 10-Q and Regulation S-K and reflect, in the opinion of
management, all adjustments of a normal recurring nature necessary to present
fairly the financial position and results of operations as of and for the
periods indicated.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
These Condensed Consolidated Financial Statements should be read
in conjunction with the Consolidated Financial Statements and the Notes thereto
included in CTI's Annual Report on Form 10-KSB for the year ended December 31,
1997.
The accompanying condensed consolidated financial statements have
been prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company incurred a loss from continuing
operations in 1997 and for the three months ended March 31, 1998 and has a
working capital deficiency. Also, as further described in Note 4, the Company
has negotiated an amendment to its revolving credit and term loan facility,
under which, among other things, all amounts outstanding became due on November
30, 1998. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.
Management's plans to resolve these matters presently include the
sale of the Company's Energy Electric Assembly (EEA) division or other assets,
although previously announced discussions with a prospective buyer have
terminated (see note 6). If a sale is successfully consummated, the proceeds
from the sale would be applied against the outstanding balance due under the
revolving credit and term loan facility and the Company would seek to refinance
or amend its credit facility in order to extend the repayment terms.
Conversations looking to the possible extension of the previously reported
forbearance agreement with the
6
<PAGE> 7
Company's lenders are now in progress and the Company believes on the basis of
preliminary discussions that an extension will be granted, but the banks have
made no commitment and no assurances can be given. In addition, the Company has
recently formed a new management team and is currently making changes in its
operations in order to improve profitability and to generate sufficient cash
flow to meet its obligations. Operational changes include, but are not limited
to, focusing solely on the BSCC division following the sale of EEA, the
installation of new machinery which will augment existing product lines and the
implementation of a new costing system which should enable the Company to better
analyze the profitability of its product lines.
There can be no assurance that management will be successful in
its efforts to sell the EEA division or any other assets at a price acceptable
to the Board of Directors. Further, there can be no assurance that management
will be successful in its efforts to extend its forbearance agreement or to
refinance or amend its credit facility at commercially available rates and with
favorable repayment terms, or carry out its operational plan. If the Company's
efforts are not successful, the lenders would be in a position to commence legal
proceedings against the Company for the repayment of the entire debt, plus
certain amounts, and to proceed against the Company's assets. The accompanying
condensed consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of these uncertainties.
Note 2 - Restatement of 1997 Financial Statements
The accompanying financial statements for the three month period
ended March 31, 1997 have been restated to give effect to adjustments recorded
in the fourth quarter of 1997. The Company has determined that certain of these
fourth quarter adjustments should have been recorded in previously issued
financial statements and has accordingly restated the operating results for each
quarter of 1997. The effect of the adjustments increased the loss from
continuing operations from amounts previously reported by $640,401 for the three
month period ended March 31, 1997. The adjustments to continuing operations
consisted of the following:
Inventory valuation $821,623
Accrued expenses 202,880
Accounts receivable valuation 42,621
Other (61,750)
Income taxes (364,973)
--------
$640,401
========
Adjustments to income taxes for the three months represent the
tax effects of reported losses from continuing operations which are offset for
tax purposes against taxable income generated from discontinued operations.
7
<PAGE> 8
Note 3 - Nature of Operations and Basis of Presentation
The primary business of the Company is the manufacture and sale
of wire and cable products. The major markets served by the Company are
industrial, commercial and residential security, factory automation, traffic and
transit signal control and audio systems.
The Company's condensed consolidated financial statements include
the accounts of CTI and operations of its subsidiary (see Note 5) Connectivity
Products Incorporated ("CPI"). All significant intercompany accounts and
transactions have been eliminated in consolidation.
Certain reclassifications of amounts reported in the accompanying
December 31, 1997, Condensed Consolidated Balance Sheet have been made to permit
comparison with March 31, 1998 classifications.
Note 4 - Revolving Credit and Term Loan Facility
On July 10, 1998, the Company's subsidiary, CPI, failed to make a
required payment of approximately $5,000,000 due on its revolving credit and
term loan facility. On September 1, 1998, CPI and its lenders finalized a
Forbearance Agreement and Tenth Amendment (the "Agreement") to the existing loan
agreement. Under the terms of the Agreement, the maximum principal balance was
reduced from $20,000,000 to $17,946,680, reflecting a repayment made with
proceeds received from the sale of marketable securities. Proceeds from the sale
of one of CPI's operating divisions, if such sale is effectuated, also are to be
used to repay outstanding borrowings (see note 6). The terms of the Agreement
provide that it expired on November 30, 1998, at which time all outstanding
borrowings became payable. Interest accrues at the bank's base rate (8.5% at
September 30, 1998) plus 2%. The Agreement contains various financial and
operating covenants including meeting monthly minimum EBITDA requirements,
maintaining the overadvance amount within certain predetermined levels, and
limiting capital expenditures to a specific agreed upon amount. In the event of
any default, interest is to accrue at the bank's base rate plus 6%. The Company
is currently in discussion with its lenders about extending the Agreement and
believes, based on preliminary discussions that an extension will be granted,
but the lenders have to date made no commitment and there are no assurances that
an extension will result.
Note 5 - Subordinated Debt
On June 30, 1998, four stockholders assigned all of their rights,
title and interest in their subordinated notes ($3,352,800 plus accrued interest
of approximately $166,000), outstanding common stock of CPI (64 shares,
representing 8% of the total outstanding common stock of CPI) and outstanding
stock options of CTI (114,705 options) to CPI and CTI. In exchange, the Company
has agreed not to assert any claims concerning any matters against these former
stockholders. The agreement required consents, which were received in July 1998,
from outside third parties.
On August 26,1998 the Company entered into an agreement with
another
8
<PAGE> 9
stockholder pursuant to which the stockholder transferred to CTI and CPI
subordinated notes of $1,414,600 plus accrued interest of approximately $94,000
along with 33.7941 shares of common stock of CPI (representing 4.41% interest of
the outstanding common shares of CPI), 90,669 stock options of CTI and cash of
$325,000. This agreement required consents from outside third parties, which
were received in September 1998. The aggregate effect of these agreements
($4,871,040 net of provision for income taxes of $481,800) is reported as
extraordinary income for the quarter ended September 30, 1998.
Note 6 - Assets Held for Sale
The Company is actively seeking the sale of its Energy Electric
Assembly (EEA) division and, accordingly, has classified the assets of EEA as
Assets Held for Sale in the accompanying condensed consolidated balance sheet.
Net sales of the division approximated $3.7 million and $3.3 million for the
three month periods ended March 31, 1998 and 1997, respectively. Net proceeds
after income taxes received from the sale of the division are to be used to
repay outstanding indebtedness.
Note 7 - Inventories
<TABLE>
<CAPTION>
Inventories consist of the following:
March, 1998 December 31, 1997
----------- -----------------
<S> <C> <C>
Raw materials $1,038,842 $ 971,596
Work in process 803,942 320,101
Finished goods 807,774 1,031,023
---------- -----------
$2,650,558 $2,322,720
========== ==========
</TABLE>
Note 8 - Comprehensive Income (Loss)
As of January 1, 1998, the Company adopted FASB Statement No.
130, Reporting Comprehensive Income (Statement 130). Statement 130 established
new rules for the reporting and display of comprehensive income and its
components. Statement 130 requires unrealized gains or losses on the Company's
available-for-sale securities which, prior to adoption, were reported separately
in stockholders' equity, to be included in other comprehensive income.
Comprehensive loss for the three month period ended March 31, 1998 consisted of
the following:
<TABLE>
<CAPTION>
<S> <C>
Net loss $(290,275)
Unrealized loss on investments (314,763)
---------
$(605,038)
=========
</TABLE>
Comprehensive loss equaled net loss for the three month period ended
March 31, 1997.
9
<PAGE> 10
Note 9 - Discontinued Operations
Income from discontinued operations of $38,151 recognized during
1998 resulted from the final settlement of the sale price of the Company's
Energy Electric Cable division, which was sold in 1997.
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MARCH 31, 1998
The primary business of Connectivity Technologies Inc. (the "Company" or "CTI")
is the manufacture and sale of wire and cable products. The major markets served
by the Company are commercial and residential security, factory automation,
traffic and transit signal control and audio systems.
Before acquiring 85% of the common stock of Connectivity Products Incorporated
("CPI") as of May 31, 1996, the Company's principal activity consisted of
seeking and evaluating candidates for acquisition. The Company's goals are to
grow internally through capacity expansions and product line extensions.
This Amendment to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 is being filed to include 1997 financial statements, which
were omitted from the original filing of this Report, and which have been
restated to give effect to certain required adjustments as more fully described
in Note 2 of the condensed consolidated financial statements. Management's
Discussion and Analysis of Financial Condition and Results of Operations has
also been amended to reflect the inclusion of the 1997 financial statements and
the information required by Item 305 of Regulation S-K. This Amendment to the
Company's Quarterly Report on Form 10-Q speaks as of the original date of filing
of this Report.
RESULTS OF OPERATIONS
Net sales increased by approximately 45.0% during the quarter ended March 31,
1998, as compared to the corresponding period of the preceding year. The
increase relates principally to sales made to EEC, a former division of the
Company which was sold in the third quarter of 1997. Sales made to EEC in 1997,
to the date of disposal, were considered intercompany sales and were eliminated
in consolidation.
Gross profit as a percent of net sales decreased to 18.4% from 19.2% for the
corresponding period of the preceding year. The decrease is attributable
principally to increased sales of the Company's BSCC division which typically
carry a lower margin than sales of the Company's EEA division. Margins have been
affected positively by increased manufacturing efficiencies inherent in new
machinery acquired and new manufacturing and scheduling processes implemented by
management.
Selling, general and administrative expense decreased to 17.4% of net sales for
the three month period ended March 31, 1998 compared to 27.6% for the same three
month period in 1997. The decrease is attributable principally to increased
sales during the three months, which on a percentage basis reduces the fixed
cost component, and cost-control measures instituted by current management.
11
<PAGE> 12
Interest expense decreased during the three month period ended March 31, 1998,
as compared to 1997, due principally to lower average borrowings offset by
higher interest rates. Interest rates have increased in accordance with the
terms of the Forbearance Agreement and because the Company does not have the
option in 1998 to use the preferential LIBOR based interest rate.
Income taxes in 1997 represent the tax effect of losses from continuing
operations which are offset for tax purposes against taxable income from
discontinued operations.
FINANCIAL CONDITION AND LIQUIDITY
The accompanying statement of cash flows for the three months ended March 31,
1998 reports net cash used for operating activities of approximately $3,069,000.
Included in the determination of cash flows from operating activities are tax
payments of approximately $2,700,000 related to the taxable gain realized on the
sale of the Company's Energy Electric Cable division in 1997. These tax payments
were financed with proceeds from long-term borrowings. Increased inventory
levels resulted in approximately $328,000 of cash flows used for operating
activities, primarily caused by an inventory build since December 31, 1997. This
is a normal trend as inventories were reduced in anticipation of the year end
physical inventory and for a plant shut down during the holidays. A decrease in
assets held for sale, primarily as a result of a decrease in accounts receivable
due to enhanced collection efforts at the Company's EEA division, resulted in
approximately $331,000 of cash flows provided by operating activities. The
Company used approximately $487,000 of operating cash flows to reduce accounts
payable in a concerted effort to make payments within accepted trade terms.
Decreased accrued liabilities used approximately $828,000 in operating cash
flows, primarily caused by a change in terms to essentially cash-on-delivery for
a major copper supplier.
As described in Note 4 of the accompanying Notes to Condensed Consolidated
Financial Statements, the Company has negotiated a Forbearance Agreement and
tenth amendment to its revolving credit facility, which to date has been the
Company's principal external source of capital. The terms of the new agreement
extended the existing facility to November 30, 1998. The Company has entered
into discussions with its lender regarding an extension of its forbearance
agreement beyond this date. However, no assurances can be given that the Company
will be successful in obtaining financing with its current lender beyond
November 30, 1998, or from any other source. If the Company is not successful in
obtaining other financing beyond November 30, 1998 the lenders would be in a
position to commence legal proceedings against the Company for the repayment of
the entire debt plus certain other amounts, and to proceed against the Company's
assets. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The Company is in compliance with all terms and
conditions of the forbearance agreement and is currently in discussion with its
lenders. The Company believes, on the basis of preliminary discussions with its
lenders, that an extension will be granted, but no assurances can be given that
an extension will result.
12
<PAGE> 13
The Company issued subordinated debt in connection with its acquisition of CPI
in May 1996. On June 30, 1998, four stockholders of the Company assigned all of
their rights, title, and interest in their subordinated notes ($3,352,800),
outstanding common stock of CPI (64 shares, representing 8% of the total
outstanding common stock of CPI) and outstanding stock options of CTI (114,705
options) to CPI and CTI. The assignment was finalized in July 1998 upon receipt
of required consents from outside third parties. On August 26, 1998, the Company
entered into an agreement with another stockholder pursuant to which the
stockholder transferred to CPI and CTI subordinated notes of $1,414,600 along
with 33.7941 shares of common stock of CPI (representing 4.41% of the
outstanding common shares of CPI), 90,669 outstanding stock options of CTI and
cash of $325,000.
YEAR 2000 UPDATE
The Company has made significant progress in its identification of Year 2000
compliancy issues. Its BSCC division recently purchased its primary
manufacturing and accounting software, both of which are Year 2000 compliant.
The EEA division has recently undergone the same accounting implementation and
is awaiting the Year 2000 upgrade to its production software. It is anticipated
that this software will be upgraded by the end of 1998. The Company's hardware
compliance issues have been identified and non-compliant hardware is in the
process of being or has been replaced or upgraded. Most other production
software and database applications which are not Year 2000 ready have been
scheduled to migrate to fully compliant systems by mid 1999. A portion of the
software upgrades has already been purchased by the Company. Altogether, the
total cost to upgrade, test, and implement the Company's hardware and software
to date is approximately $400,000 and has been funded through cash flows and
bank borrowings. The Company requires a new job writing production software
design at an estimated cost of at least $50,000. This project has not begun nor
has it been scheduled. There is a contingency plan if this project is not
completed by December 31, 1999. All software and hardware is scheduled to be
tested in the first quarter of 1999. No contingency plan exists in the event
that any tested system fails. The Company plans to evaluate such failures on a
case by case basis. Hardware purchases to enable this testing are expected to be
insignificant.
A survey of significant third party preparedness has been initiated. Current
plans are for this phase of the Company's Year 2000 project to be completed in
the first quarter of 1999.
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third party suppliers and customers,
the Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition.
13
<PAGE> 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARCH 31, 1998
Inventories include the cost of copper which has been purchased over various
periods of time. Profitability is affected by changes in copper prices as sales
prices are usually adjusted to current copper prices at the time of shipment.
Products with longer than normal inventory cycles may affect profitability
following periods of significant movement in the cost of copper as copper costs
are relieved from these products at costs different than current copper costs.
The Company does not engage in copper hedging activities.
SAFE HARBOR PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in Item 2 (Management's Discussion and Analysis of
Financial Condition and Results of Operations) that were not historical facts
may be forward-looking statements. Whenever possible, the Company has identified
these forward-looking statements by words such as "believes", "plans",
"intends", and similar expressions. The Company cautions readers that these
forward-looking statements are subject to a variety of risks and uncertainties
that could cause the Company's actual results in the remainder of 1998 and
beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These risks and uncertainties
are more fully described in the Company's filings with the Securities and
Exchange Commission including, without limitation, general economic and business
conditions affecting the industries of the Company's customers, competition from
other manufacturers and assemblers that have greater financial, technical, and
marketing resources than the Company, the Company's ability to adequately
address its going concern issues in a timely matter including, without
limitation, its ability to sell EEA or any other assets, reduce its debt, and
negotiate a longer term credit facility.
14
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description of Document
- ----------- -----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K
On February 13, 1998, the Registrant filed a Current Report on Form 8-K in
connection with additional anticipated charges to earnings attributable to
accounts receivable adjustments and an estimated inventory write-down for the
year ended December 31, 1997. The Current Report on Form 8-K contained a copy of
a news release announcing the charge to earnings.
15
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONNECTIVITY TECHNOLOGIES INC.
Date: March 10, 1999 By: /s/ James M. Hopkins
---------------------
James M. Hopkins
President and Chief Executive
Officer (as a duly authorized
officer of the Registrant)
By: /s/ George H. Buckham
----------------------
George H. Buckham
Corporate Controller and Secretary
(as the principal accounting
officer of the Registrant)
16
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
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0
0
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<CGS> 9,637,372
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<OTHER-EXPENSES> 2,054,633
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<INCOME-PRETAX> (328,426)
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<INCOME-CONTINUING> (328,426)
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<NET-INCOME> (290,275)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
