EFI ELECTRONICS CORP
10QSB, 1996-08-14
ELECTRICAL INDUSTRIAL APPARATUS
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                                   FORM 10-QSB


                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549


            (Mark one)

                x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Quarter Ended June 30, 1996

              o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _______________ to ________________

                          Commission file number: 0-15967

                           EFI ELECTRONICS CORPORATION
         (Exact name of small business issuer as specified in its charter)

                  Delaware                               75-2072203
  (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                 Identification Number)

                2415 South 2300 West, Salt Lake City, Utah 84119
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (801) 977-9009


   x Check 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 past
   twelve 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.


  Number of shares of the registrant's common stock outstanding at July 31,1996:
    3,629,254



<PAGE>


INDEX TO FORM 10-QSB



PART I    FINANCIAL INFORMATION                                        PAGE


    Item 1.  Financial Statements

         Balance Sheets as of June 30, 1996 (Unaudited)  and
           March 31, 1996                                                3

         Statements of Operations for the periods ended
           June 30, 1996 and June 30, 1995 (Unaudited)                   4

         Statements of Cash Flows for the periods ended
           June 30, 1996 and June 30, 1995 (Unaudited)                   5

          Notes to Financial Statements (Unaudited)                   6  -  7


    Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of
           Operations                                                 8  -  10


PART II   OTHER INFORMATION


     Item 6.  Exhibits and Reports on Form 8-K                          11

<PAGE>




BALANCE SHEETS
June 30, and March 31, 1996                           JUNE 30         MARCH 31
- -------------------------------------------------------------------------------
                                                    (Unaudited)
ASSETS
Current assets:
     Cash and cash equivalents                      $       672     $     8,518
     Receivables                                      2,473,692       2,653,371
     Inventories                                      2,485,822       2,307,704
     Prepaid expenses                                   127,336          35,452
- -------------------------------------------------------------------------------
          Total current assets                        5,087,522       5,005,045

Property - net                                        1,800,117       1,896,458
Investment in joint venture                             135,660         117,705
Other assets                                            270,378         285,113
- -------------------------------------------------------------------------------
          Total assets                              $ 7,293,677     $ 7,304,321
===============================================================================

LIABILITIES
Current liabilities:
     Current installments of notes payable          $   194,300     $   194,300
     Accounts payable                                 1,432,071       1,503,860
     Reserve for customer warranty                      372,589         392,829
     Revolving line of credit                         2,897,078       2,797,590
     Accrued liabilities                                552,299         389,608
- -------------------------------------------------------------------------------
          Total current liabilities                   5,448,337       5,278,187

Notes Payable, less current installments              1,024,000       1,540,000
- -------------------------------------------------------------------------------
          Total liabilities                           6,472,337       6,818,187
- -------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
     Common stock                                           363             354
     Additional paid-in capital                         365,833         816,546
     Retained earnings                                  605,144         791,772
- -------------------------------------------------------------------------------
          Total                                         971,340       1,608,672
     Less:
          Stock subscriptions and note receivable
             from management and employees             (150,000)       (150,000)
          Treasury stock, at cost - 362,156 
           shares at March 31                                -0-       (972,538)
- -------------------------------------------------------------------------------
Total stockholders' equity                              821,340         486,134
- -------------------------------------------------------------------------------
Total liabilities and stockholders' equity          $ 7,293,677     $ 7,304,321
===============================================================================


                        See notes to financial statements.

<PAGE>




STATEMENTS OF OPERATIONS (Unaudited)

For the three months ended June 30,                        1996           1995
- -------------------------------------------------------------------------------
Sales                                               $ 3,109,044    $ 3,150,854
Cost of sales                                         1,953,090      2,141,399
- ------------------------------------------------------------------------------
Gross profit                                          1,155,954      1,009,455
- ------------------------------------------------------------------------------
Operating expenses:
     Selling, general and
          administrative expenses                     1,109,294       1,117,036
     Research and development                           133,515         141,218
- -------------------------------------------------------------------------------
          Total operating expenses                    1,242,809       1,258,254
- -------------------------------------------------------------------------------
Operating loss                                          (86,855)       (248,799)
Other income (expense):
     Equity in earnings of joint venture                 17,955          17,099
     Interest expense                                 (117,733)         (57,537)
- -------------------------------------------------------------------------------
          Total other income (expense)                 (99,778)         (40,438)
- -------------------------------------------------------------------------------
Loss before income taxes                              (186,633)        (289,237)
Benefit from (provision for) income taxes                   -0-              -0-
- --------------------------------------------------------------------------------
Net loss                                           $  (186,633)     $  (289,237)
================================================================================
Net loss per common
  and common equivalent share                      $     (0.06)     $     (0.09)
===============================================================================
Weighted average shares and
  common equivalent shares outstanding                3,178,549       3,080,638
===============================================================================



                        See notes to financial statements.

<PAGE>




STATEMENTS OF CASH FLOWS (Unaudited)
For the three months ended June 30,                     1996              1995
- -------------------------------------------------------------------------------
Cash flows provided from operating activities:
     Net income (loss)                              $ (186,633)     $  (289,237)
     Adjustments to reconcile net income (loss) 
      to net cash provided by(used in) 
      operating activities:
          Depreciation                                 169,554          188,201
          Amortization                                  10,121           10,121
          Equity in earnings of joint venture          (17,955)         (17,099)
          Increase (decrease) in cash,  net of 
           the sale of the UPS line in 1995, due 
           to change in:
               Receivables                             179,679           36,190
               Inventories                            (178,118)          88,350
               Prepaid expenses                        (91,884)         (31,810)
               Other assets                              4,619           11,913
               Accounts payable                        (71,789)        (124,313)
               Warranty reserve                        (20,240)              -0-
               Accrued liabilities                     184,525         (150,094)
- -------------------------------------------------------------------------------
          Net cash used in operating activities        (18,121)        (277,778)
- -------------------------------------------------------------------------------
Cash flows from investing activities:
     Capital expenditures                              (73,213)         (71,833)
     Sale of fixed assets related to UPS line               -0-         290,957
     Proceeds from sale of UPS line                         -0-          99,291
- -------------------------------------------------------------------------------
          Net cash provided by (used in) investing
           activities                                  (73,213)         318,415
- -------------------------------------------------------------------------------
Cash flows from financing activities:
     Net borrowing (repayments) under revolving 
      credit agreement                                  99,488          (80,489)
     Principal payments on notes payable               (16,000)        (151,080)
     Proceeds from sale of common stock                     -0-         104,273
- -------------------------------------------------------------------------------
          Net cash provided by (used in) financing 
           activities                                   83,488         (127,296)
- -------------------------------------------------------------------------------
Net decrease in cash and cash equivalents               (7,846)         (86,659)
Cash and cash equivalents at beginning of period         8,518           96,259
- -------------------------------------------------------------------------------
Cash and cash equivalents at end of period           $     672      $     9,600
===============================================================================

Supplemental  disclosures of cash flow information: 
      Cash paid during the period for:

          Income taxes                               $      -0-     $        -0-
          Interest                                   $  95,076      $    57,537
===============================================================================

Supplemental disclosures of non-cash investing and financing activities:

     Subordinated debt plus accrued interest 
      exchanged for 455,432 shares of common 
      stock (See Note 6)                            $  521,834     $         -0-
     Common stock issued for legal settlement       $       -0-    $     75,000
===============================================================================



                        See notes to financial statements.

<PAGE>





NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of Management,  the  accompanying  financial  statements  contain
adjustments,  consisting  of normal  recurring  accruals,  necessary  for a fair
presentation  of the  financial  position of EFI  Electronics  Corporation  (the
"Company")  at June 30,  1996,  and the results of its  operations  and its cash
flows for the  periods  ended June 30,  1996 and June 30,  1995.  The results of
operations for the period ended June 30, 1996 are not necessarily  indicative of
results for the full year period.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in  conjunction  with the  Company's  1996 Form  10-KSB  included in the
Annual Report to Shareholders.

1.  RECEIVABLES

Receivables consisted of the following:
                                                    June 30,1996  March 31, 1996
- --------------------------------------------------------------------------------
                                                      (Unaudited)

Trade receivables                                  $ 2,483,103      $ 2,612,467
Receivable from joint venture                           76,006           51,156
Warranty premium receivable                                 -0-          23,553
Income tax refund receivable                                -0-          59,309
- -------------------------------------------------------------------------------
                                                     2,559,109        2,746,485
Allowance for doubtful accounts                        (85,417)         (93,114)
- -------------------------------------------------------------------------------
Total Receivables                                  $ 2,473,692      $ 2,653,371
===============================================================================

2.  INVENTORIES

Inventories consisted of the following:
                                                 June 30, 1996    March 31, 1996
- --------------------------------------------------------------------------------
                                                   (Unaudited)

Raw materials                                      $ 1,553,066      $ 1,457,424
Work-in-process                                        317,606          217,262
Finished goods                                         615,150          633,018
- --------------------------------------------------------------------------------
Total                                              $ 2,485,822      $ 2,307,704
===============================================================================
3.  NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

Net income (loss) per common and common  equivalent  share is computed  based on
the number of common and dilutive common stock equivalent shares outstanding and
is adjusted  for the assumed  conversion  of shares  issuable  upon  exercise of
options or  warrants,  after the assumed  repurchase  of common  shares with the
related proceeds. The stock subscriptions receivable are treated as warrants for
purposes of this computation.

4. BENEFIT FROM (PROVISION FOR)  INCOME TAX

The Company utilizes the liability method of accounting for income taxes.  Under
the liability  method,  deferred tax assets and liabilities are determined based
on the  difference  between the financial  statement and tax bases of assets and
liabilities  and are measured  using  enacted tax rates and laws that will be in
effect  when the  differences  are  expected to reverse.  An  allowance  against
deferred  tax assets is  recorded  when it is more likely than not that such tax
benefits will not be realized.


<PAGE>


NOTES TO FINANCIAL STATEMENTS - Continued (Unaudited)

5.  NOTES PAYABLE AND REVOLVING LINE OF CREDIT:

Notes payable consisted of the following:

                                                  June 30, 1996  March 31, 1996
- --------------------------------------------------------------------------------
                                                   (Unaudited)

Revolving line of credit                           $  2,897,078     $ 2,797,590
===============================================================================
The revolving line of credit contains financial covenants,  the most restrictive
of which  require that the Company  maintain not less than $800,000 of net worth
plus  subordinated  debt. At June 30, 1996,  the Company was in compliance  with
these covenants or had obtained appropriate waivers.

Notes payable:
   Collateralized promissory notes                    1,184,000       1,200,000
   Uncollateralized subordinated note - director             -0-        500,000
   Uncollateralized note to former officer               34,300          34,300
- -------------------------------------------------------------------------------
                                                      1,218,300       1,734,300
Less current installments of long-term debt            (194,300)       (194,300)
- -------------------------------------------------------------------------------
     Total notes payable, less current installments $ 1,024,000     $ 1,540,000
===============================================================================
6.  STOCKHOLDERS' EQUITY

In January  1996, a major  shareholder  and  director of the Company  loaned the
Company  $500,000 in the form of a subordinated  note. As of June 30, 1996, this
note plus  accrued  interest of $21,834  was  exchanged  for  455,432  shares of
restricted  common stock of the Company.  Of these  shares,  362,156 were issued
from treasury  stock;  the balance  represents  shares issued from the Company's
authorized but unissued stock.


<PAGE>






Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations

Results of Operations:

Net Sales for the three months  ended June 30,  1996,  decreased by $42 thousand
(1%)  compared  to  the  three  months  ended  June  30,  1995,  reflecting  the
termination  of UPS revenue in fiscal 1995 which was nearly  offset by increases
in TVSS sales. The major components of net sales were:

                         Revenue by Product
                           (in thousands)

                                        6/30/96     6/30/95
                                        -------     -------
          TVSS revenue                  $ 3,081     $ 2,754
          UPS revenue                        -0-        400
          Other revenue                      28          (3)
                                        -------     -------
            Total                       $ 3,109     $ 3,151
                                        =======     =======
 
          Contribution margin percentage     54%         51%
          Gross margin percentage            37%         32%

     Note:  Contribution  margin  reflects only direct, unburdened  material and
labor costs.

TVSS revenue  increased by $327  thousand  (12%) for the three months ended June
30, 1996 as compared  to the three  months  ended June 30,  1995.  TVSS  revenue
consists of plug-in and hardwire product sales, as follows:

   Plug-in  revenue  increased  for the three months ended June 30, 1996, by $21
   thousand  (1%) over the same  period of 1995.  The  Company's  revenue in the
   LAN/PC  distribution  channel  decreased  approximately  $100 thousand as the
   Company has focused on establishing  OEM/Private Label business. This decline
   was more than offset by increases in OEM/Private Label and government plug-in
   revenue.

   Hardwire  revenue  increased by $306 thousand (47%) for the period ended June
   30, 1996 compared to the period ended June 30, 1995.  The Company has entered
   the new construction and bid specification  market,  which accounted for more
   than $200  thousand of the increase.  In addition,  the Company has increased
   its  penetration  of the  utility  market  with  its  HomeGuard  and  related
   products.  The Company is expending  significant effort to continue growth in
   both markets.

UPS  revenue  for the  current  period  is zero as a  result  of the sale of the
Company's  UPS product  line in June 1995.  Ongoing  UPS revenue  ceased at that
time.  Subcontract  income on UPS  products  since the sale is included in other
revenue.

Other  revenue  includes  income  primarily  from  subcontract  manufacture  and
assembly of UPS products  sold to the buyer of the  Company's  UPS product line.
The contract to perform this service lasts until June 14, 1997.

Gross Profit on sales for the three  months  ended June 30,  1996,  increased by
$146  thousand  (15%)  compared to the three months  ended June 30,  1995.  As a
percentage of sales,  gross profit  improved from 32% to 37%.  These changes are
the result of several factors:

<PAGE>





Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations

   Hardwire  sales for the three months  ended June 30, 1996 were  significantly
   higher  than the  previous  year as  described  above.  These sales have much
   higher margins than the Company average.  An increase causes a higher overall
   margin percentage.

   There were no UPS sales in the three months ended June 30, 1996.  UPS margins
   are lower than the  overall  average  Company  margin.  The  absence of these
   products improved overall margin percentage for this period.


   Manufacturing  and other direct costs decreased $68 thousand (12%) during the
   current  period as a result of a reduction  in warranty  claims and  positive
   manufacturing variances.

Operating  Expenses for the three  months  ended June 30, 1996  decreased by $15
thousand  (1%),  compared to the three  months  ended June 30,  1995.  Operating
expenses for the Company's  core TVSS business  (excluding  NRS expenses of $108
thousand  for the current  quarter and $86  thousand for the same quarter in the
prior year) decreased $37 thousand (3%). This decrease was the result of expense
savings  in several  areas,  including  telephone,  legal,  audit and  headcount
related expenses.

   Net Loss for the three months ended June 30, 1996,  improved by $103 thousand
(35%) compared to the three months ended June 30, 1995.  Operating income in the
core TVSS business  (excluding NRS expenses) for the three months ended June 30,
1996, was $21 thousand,  an improvement of $184 thousand from the previous year.
These  improvements  resulted from  improvements in contribution  margin coupled
with reductions in warranty claims,  indirect  manufacturing costs and operating
expenses.

Liquidity and Capital Resources:

Cash Flows From  Operating  Activities  for the three months ended June 30, 1996
increased by $260 thousand compared to the three months ended June 30, 1995. The
items that influenced this increase are described below:

   Receivables  decreased by $180 thousand net of bad debt allowance  during the
   first quarter.  This reduction is due to the aggressive collection efforts of
   past due accounts and more restrictive credit policies.

   Inventories  increased  by $178  thousand  net of the  reserve  for  obsolete
   inventory.  This  increase is due to a buildup of raw  materials  and work in
   process for product shipments to new private label customers  expected during
   the second quarter of fiscal 1997.

   Accounts  payable  decreased by $72 thousand during the first three months of
   fiscal  1997.  The  Company  has  attempted  to  improve  its  position  with
   suppliers.  The  Company  has  maintained  adequate  relationships  with  its
   suppliers and remains on "open account" with all significant vendors.

   Reserve for customer  warranty  decreased by $20 thousand as payments for the
   Company's discontinued Triple Crown Warranty program were applied against the
   reserves previously established.

<PAGE>



Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations

   Accrued  liabilities  increased  $185  thousand for the period ended June 30,
   1996.  This  increase  is due to  increases  in payroll  and  fringe  benefit
   accruals, which are affected by timing of actual payments made.

Cash Flows from Investing  Activities  decreased for the three months ended June
30, 1996 by $392 thousand compared to the three months ended June 30, 1995.

   Property -  Investments  in new  equipment of $73  thousand  were made in the
   three months ended June 30, 1996.  These were primarily for molds and tooling
   related  to new  plug-in  products,  and the  purchase  of  updated  computer
   hardware.

   Proceeds from the sale of UPS line occurred in June 1995,  and is the largest
   portion of the decrease in cash flows from  investing  activities  during the
   1996 period when compared to the same period in 1995.

Cash Flows from  Financing  Activities  increased by $211 thousand for the three
months  ended June 30, 1996  compared to the three  months  ended June 30, 1995.
Refinancing of the Company's  revolving line of credit agreement during the last
quarter  of  fiscal  year  1996  has  allowed  the  Company  greater   borrowing
availability and the ability to reduce accounts  payable.  The related reduction
and  renegotiation  of the Company's  term debt has also  significantly  reduced
current re-payment obligations.

Factors Affecting Future Results:

Although the Company has improved it's gross profit and lowered  overhead  costs
to the point that it achieved an operating  profit on core TVSS  business in the
current  quarter,  it's liquidity and financial  condition  remain  fragile.  On
August 9, 1996,  a group of  officers  and  directors  contributed  cash of $400
thousand in  exchange  for common  stock and  subordinated  debt.  Based on this
infusion and expected  revenue,  management  believes it can fund its operations
from internally  generated cash flow.  Management's  expectations are subject to
risks and  uncertainties  that  include,  but are not limited to, the  Company's
dependence  on several key  customers  and its fragile  liquidity  and financial
condition.


<PAGE>




PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

     A)   Exhibits.

          Exhibit 27 - Financial Data Schedule


        B)  Effective  June 26,  1996,  Coopers & Lybrand,  LLP,  the  Company's
        independent accountant, resigned. The Company filed a report on Form 8-K
        on July 3, 1996 to disclose this resignation.  Subsequently, the Company
        appointed  Grant  Thornton,  LLP  as  it's  independent  accountant,  as
        disclosed in Form 8-K filed on July 31, 1996.



                                      SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                 EFI ELECTRONICS CORPORATION
                                    (Registrant)


Date: August 14, 1996

                                 /s/ Richard D. Clasen
                                 Richard D. Clasen
                                 Chief Executive Officer, President and
                                 Director (Principal Executive Officer)



                                 /s/ David G. Bevan 
                                 David G. Bevan
                                 Chief Financial Officer, Executive Vice
                                 Vice President & Secretary (Principal
                                 Financial Officer)



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               JUN-30-1996
<CASH>                                             672
<SECURITIES>                                         0
<RECEIVABLES>                                2,483,103
<ALLOWANCES>                                    85,417
<INVENTORY>                                  2,485,822
<CURRENT-ASSETS>                             5,087,522
<PP&E>                                       4,309,348
<DEPRECIATION>                               2,509,231
<TOTAL-ASSETS>                               7,293,677
<CURRENT-LIABILITIES>                        5,448,337
<BONDS>                                      1,024,000
                                0
                                          0
<COMMON>                                           363
<OTHER-SE>                                     820,977
<TOTAL-LIABILITY-AND-EQUITY>                 7,293,677
<SALES>                                      3,109,044
<TOTAL-REVENUES>                             3,126,999
<CGS>                                        1,953,090
<TOTAL-COSTS>                                1,242,809
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             117,733
<INCOME-PRETAX>                                186,633
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            186,633
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   186,633
<EPS-PRIMARY>                                   (0.06)
<EPS-DILUTED>                                   (0.06)
        

</TABLE>


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