<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 JUNE 30, 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 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.
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CONNECTIVITY TECHNOLOGIES INC.
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets
as of June 30,1998 and December 31, 1997 . . . . . . . . . . . . . . 3
Condensed Consolidated Statement of Operations
for the Three and Six Months Ended June 30, 1998 and 1997. . . . . . 4
Condensed Consolidated Statement of Cash Flows
for the Six Months Ended June 30, 1998 and 1997. . . . . .. . . . . 5
Notes to Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 569,737 $ 245,843
Marketable securities 2,833,331 3,127,012
Accounts receivable:
Trade, net 6,118,633 5,883,728
Other 14,035 119,093
Inventories, net 2,687,937 2,322,720
Prepaid expenses and other current assets 147,567 190,287
Current assets held for sale, net 4,540,153 5,171,851
------------- -------------
Total current assets 16,911,393 17,060,534
Property, plant and equipment, net 6,796,445 6,593,167
Deposits and other noncurrent assets 118,890 95,105
Goodwill and intangible assets, net 6,361,388 6,514,908
Noncurrent assets held for sale 4,051,890 4,022,938
------------- -------------
Total assets $ 34,240,006 $ 34,286,652
============= =============
LIABILITIES
CURRENT LIABILITIES
Long term debt, in default $ 17,655,000 $ 12,300,000
Subordinated notes, in default 5,650,000 6,000,000
Trade accounts payable 4,335,535 4,492,397
Accrued compensation and commissions 448,153 295,996
Federal and state income taxes payable 591,936 3,356,314
Accrued liabilities 1,342,061 3,300,915
------------- -------------
Total current liabilities 30,022,685 29,745,622
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 230,874 230,874
Additional paid-in capital 109,336,244 109,336,244
Accumulated deficit (105,763,863) (105,635,869)
Less 206,601 shares held in treasury, at cost (8,264) (8,264)
Unrealized gain on marketable security, net of income tax 422,330 618,045
------------- -------------
Total stockholders' equity 4,217,321 4,541,030
------------- -------------
Total liabilities and stockholders' equity $ 34,240,006 $ 34,286,652
============= =============
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
3
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CONNECTIVITY TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30,1997
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Net sales $ 24,609,935 $ 17,496,073 $12,806,230 $ 9,358,216
Cost of goods sold 19,453,276 13,930,749 9,815,904 7,356,885
------------ ------------ ----------- -----------
Gross profit 5,156,659 3,565,324 2,990,326 2,001,331
Selling, general and administrative expenses 4,345,172 4,388,287 2,290,539 2,146,284
------------ ------------ ----------- -----------
Operating income (loss) 811,487 (822,963) 699,787 (144,953)
Interest expense, net (972,404) (1,517,545) (522,198) (813,996)
Other 38,072 (1,249) 27,992 1,251
------------ ------------ ----------- -----------
(934,332) (1,518,794) (494,206) (812,745)
------------ ------------ ----------- -----------
Income (loss) from continuing operations before income taxes (122,845) (2,341,757) 205,581 (957,698)
Income taxes 43,300 (693,160) 43,300 (283,479)
------------ ------------ ----------- -----------
Income (loss) from continuing operations (166,145) (1,648,597) 162,281 (674,219)
Discontinued operations:
Income from discontinued operations, net of income taxes 292,132 (107,405)
Gain on sale, net of income taxes 38,151
------------ ------------ -----------
38,151 292,132 (107,405)
------------ ------------ ----------- -----------
Net income (loss) $ (127,994) $ (1,356,465) $ 162,281 $ (781,624)
============ ============ =========== ===========
Basic and diluted income (loss) per share
Continuing operations $ (0.03) $ (0.30) $ 0.03 $ (0.12)
Discontinued operations 0.01 0.05 (0.02)
------------ ------------ ----------- -----------
Extraordinary income
Net income $ (0.02) $ (0.24) $ 0.03 $ (0.14)
============ ============ =========== ===========
Weighted average shares outstanding 5,565,256 5,565,074 5,565,256 5,565,074
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 4
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CONNECTIVITY TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,1998 JUNE 30,1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Loss from continuing operations $ (166,145) $(1,648,597)
Adjustments to reconcile loss from continuing operations to
cash used for operating activities:
Depreciation and amortization 825,292 765,700
Changes in assets and liabilities:
Accounts receivable, net (129,847) (1,030,168)
Inventories, net (365,217) (299,272)
Prepaid expenses, deposits and other assets 18,935 (57,623)
Assets held for sale, net 631,698 (758,937)
Trade accounts payable (156,862) 1,191,008
Accrued liabilities and federal and state income taxes payable (4,532,924) (1,074,014)
----------- -----------
Net cash used for continuing operations (3,875,070) (2,911,903)
Discontinued operations:
Income 292,132
Depreciation and amortization 118,496
Changes in assets, net (1,157,336)
----------- -----------
Net cash used for discontinued operations 0 (746,708)
----------- -----------
NET CASH USED FOR OPERATING ACTIVITIES (3,875,070) (3,658,611)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (743,411) (728,763)
Purchases of property, plant and equipment, discontinued operations (224,246)
Purchases of property, plant and equipment, assets held for sale (160,591) (112,901)
Proceeds from sale of investments 97,966 397,714
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES (806,036) (668,196)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 5,355,000 4,200,000
Repayment of long-term borrowings (350,000)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,005,000 4,200,000
----------- -----------
Net increase (decrease) in cash 323,894 (126,807)
Cash at beginning of period 245,843 204,438
----------- -----------
CASH AT END OF PERIOD $ 569,737 $ 77,631
=========== ===========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
Page 5
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CONNECTIVITY TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 six months ended June 30, 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
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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 and six month periods
ended June 30, 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 $834,838 and
$1,475,239 for the three and six month periods ended June 30, 1997,
respectively. Income from discontinued operations is also increased by $117,493
for both the three and six month periods. The adjustments to continuing
operations consisted of the following:
THREE MONTHS SIX MONTHS
-------------------------
Inventory valuation $451,343 $1,272,966
Accrued expenses 673,095 875,975
Accounts receivable valuation 35,219 77,840
Other 28,819 (32,931)
Income taxes (353,638) (718,611)
-------- ----------
$834,838 $1,475,239
======== ==========
Adjustments to income taxes for the six 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
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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 June 30, 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
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
8
<PAGE> 9
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 $7.5 million and $7.1 million for the six month
periods ended June 30, 1998 and 1997, respectively, and $3.8 million for the
three month periods ended June 30, 1998 and 1997. Net proceeds after income
taxes received from the sale of the division are to be used to repay outstanding
indebtedness.
Note 7 - Inventories
Inventories consist of the following:
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
Raw materials $ 905,536 $ 971,596
Work in process 758,950 320,101
Finished goods 1,023,451 1,031,023
---------- ---------
$2,687,937 $2,322,720
========== ==========
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 income (loss) for the three and six month periods ended June
30,1998 consisted of the following:
June 30, 1998
SIX MONTHS THREE MONTHS
---------------------------
Net income (loss) $(127,994) $162,281
Unrealized gain (loss) on investments (195,715) 119,048
--------- --------
$(323,709) $281,329
========= ========
Comprehensive loss equaled net loss for the three and six month periods ended
June 30,1997.
9
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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.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
JUNE 30, 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 June 30, 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 40.7% and 36.8% during the six and three
month periods ended June 30, 1998, respectively, as compared to the
corresponding periods of the preceding year. The increases relate principally to
sales made to EEC, a division of the Company that was sold during the third
quarter of 1997. In 1997, to the date of disposal, sales made to EEC were
considered intercompany sales and, accordingly, were eliminated in
consolidation.
Gross profit as a percent of net sales increased to 21.0% year to date and 23.4%
during the quarter from 20.4% and 21.4% for the corresponding periods of the
preceding year. The increase is attributable principally to changes in product
mix, increased manufacturing efficiencies inherent in new machinery acquired and
new manufacturing and scheduling processes implemented by management. Increases
in net sales at the Company's BSCC division also increased gross margins by
spreading the fixed costs of that division's manufacturing facilities over a
broader base.
Selling, general and administrative expense decreased to 17.7% of net sales for
the six month period ended June 30, 1998 compared to 25.1% for the same period
in 1997. The decrease is attributable principally to increased sales during the
six months, which on a percentage basis reduces the fixed cost component, and
cost-control measures instituted by current management. Selling, general and
administrative expense also decreased as a percentage of net sales for the
11
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quarter to 17.9% from 22.9% in 1997 while spending levels increased slightly.
The percentage decrease is due principally to increased sales in sales at the
Company's BSCC division.
Interest expense decreased during the six and three month periods ended June 30,
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 tax expense in 1998 represents provision for state income taxes which can
not be offset with net operating loss carryforwards. 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 six months ended June 30, 1998
reports net cash used for operating activities of approximately $3,875,000.
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 $365,000 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
and inventory at the Company's EEA division, resulted in approximately $632,000
of cash flows provided by operating activities. Decreased accrued liabilities
used approximately $1,833,000 in operating cash flows, primarily caused by a
change in terms to essentially cash-on-delivery for a major copper supplier and
a pay-down of accrued professional fees.
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
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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.
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
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
JUNE 30, 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
- ----------- -----------------------
10.1 Ninth Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of April 30, 1998, by and among
Connectivity Products Incorporated, NBD Bank and BankBoston.
27 Financial Data Schedule
(b) Reports on Form 8-K
On June 30, 1998, the Registrant filed a Current Report on Form 8-K in
connection with its expected financial results to be reported on Form 10-KSB for
the fiscal year ended December 31, 1997 and the conclusion of an amended secured
credit agreement with its lenders effective June 2, 1998. The Registrant also
disclosed its intention to sell its Energy Electric Assembly division with the
proceeds to be used for debt repayment.
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
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