EFI ELECTRONICS CORP
10QSB, 1997-02-14
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 December 31, 1996


| |  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  February
13,1997: 4,213,674



<PAGE>

INDEX TO FORM 10-QSB



PART I    FINANCIAL INFORMATION                                           PAGE


   Item 1.  Financial Statements

            Balance Sheets as of December 31, 1996 (Unaudited)  and
             March 31, 1996 ..............................................  3

            Statements of Operations for the three months ended
             December 31, 1996 (Unaudited) and December 31, 1995
             (Unaudited)..................................................  4

            Statements of Operations for the nine months ended
             December 31, 1996 (Unaudited) and December 31, 1995
             (Unaudited)..................................................  5

            Statements of Cash Flows for the nine months ended
             December 31, 1996 (Unaudited) and December 31, 1995
             (Unaudited)..................................................  6

            Notes to Financial Statements (Unaudited)....................  7-8


   Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations.................................................. 9-11


PART II   OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K.......................  12


<PAGE>


<TABLE>
<CAPTION>


BALANCE SHEETS
December 31, 1996 and March 31, 1996                                                  DECEMBER 31                    MARCH 31
- -----------------------------------------------------------------------------------------------------------------------------
                                    
                                                                                      (Unaudited)
ASSETS
Current assets:
<S>                                                                                <C>                        <C>          
         Cash and cash equivalents                                                 $       11,155             $       8,518
         Receivables                                                                    2,802,346                 2,653,371
         Inventories                                                                    2,650,400                 2,307,704
         Prepaid expenses                                                                  87,559                    35,452
- ---------------------------------------------------------------------------------------------------------------------------
                  Total current assets                                                  5,551,460                 5,005,045

Property - net                                                                          1,689,952                 1,896,458
Investment in joint venture                                                               195,330                   117,705
Other assets                                                                              202,538                   285,113
- ---------------------------------------------------------------------------------------------------------------------------
                  Total assets                                                        $ 7,639,280               $ 7,304,321
===========================================================================================================================


LIABILITIES
Current liabilities:
         Current installments of notes payable                                        $   236,100               $   194,300
         Accounts payable                                                               1,553,053                 1,503,860
         Reserve for customer warranty                                                    286,338                   392,829
         Revolving line of credit                                                       2,930,744                 2,797,590
         Accrued liabilities                                                              429,680                   389,608
- ---------------------------------------------------------------------------------------------------------------------------
                  Total current liabilities                                             5,435,915                 5,278,187

Notes Payable, less current installments                                                  896,000                 1,540,000
- ---------------------------------------------------------------------------------------------------------------------------
                  Total liabilities                                                     6,331,915                 6,818,187
- ---------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
         Common stock                                                                         421                       354
         Additional paid-in capital                                                       924,275                   816,546
         Retained earnings                                                                592,669                   791,772
- ---------------------------------------------------------------------------------------------------------------------------
                  Total                                                                 1,517,365                 1,608,672
         Less:
                  Stock subscriptions and note
                     receivable from officer                                             (210,000)                 (150,000)
                  Treasury stock, at cost - 362,156 shares at March 31                         -0-                 (972,538)
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                              1,307,365                   486,134
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                            $ 7,639,280               $ 7,304,321
===========================================================================================================================
</TABLE>


                       See notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>


STATEMENTS OF OPERATIONS (Unaudited)

For the three months ended December 31,                                                      1996                      1995
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                                                   <C>                       <C>        
Net sales                                                                             $ 3,613,694               $ 2,799,738
Cost of sales                                                                           2,508,439                 1,912,227
- ---------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                            1,105,255                   887,511
- ---------------------------------------------------------------------------------------------------------------------------
Operating expenses:
         Selling, general and
              administrative expenses                                                     883,408                 1,104,563
         Research and development                                                         130,850                   133,692
- ---------------------------------------------------------------------------------------------------------------------------
                  Total operating expenses                                              1,014,258                 1,238,255
- ---------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                                                    90,997                  (350,744)
Other income (expense):
         Equity in earnings of joint venture                                               25,875                    12,000
         Interest expense                                                                (115,506)                  (80,418)
         Other income                                                                          81                    52,765
- ---------------------------------------------------------------------------------------------------------------------------
                  Total other income (expense), net                                       (89,550)                  (15,653)
- ---------------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes                                                         1,447                  (366,397)
Provision for income taxes                                                                     -0-                       -0-
- ---------------------------------------------------------------------------------------------------------------------------
Net earnings (loss)                                                                 $       1,447               $  (366,397)
===========================================================================================================================

Net earnings (loss) per common
  and common equivalent share                                                      $         0.00            $        (0.12)
===========================================================================================================================

Weighted average shares and
  common equivalent shares outstanding                                                  4,213,674                 3,165,700
===========================================================================================================================
</TABLE>




                       See notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>


STATEMENTS OF OPERATIONS (Unaudited)

For the nine months ended December 31,                                                       1996                      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                        <C>        
Net sales                                                                            $ 10,282,056               $ 8,866,691
Cost of sales                                                                           6,833,501                 5,989,317
- ---------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                            3,448,555                 2,877,374
- ---------------------------------------------------------------------------------------------------------------------------
Operating expenses:
         Selling, general and
              administrative expenses                                                   3,007,218                 3,340,227
         Research and development                                                         386,367                   407,705
- ---------------------------------------------------------------------------------------------------------------------------
                  Total operating expenses                                              3,393,585                 3,747,932
- ---------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                                                    54,970                  (870,558)
Other income (expense):
         Equity in earnings of joint venture                                               77,625                    41,099
         Interest expense                                                                (333,330)                 (199,541)
         Other income                                                                       1,632                    68,225
- ---------------------------------------------------------------------------------------------------------------------------
                  Total other income (expense), net                                      (254,073)                  (90,217)
- ---------------------------------------------------------------------------------------------------------------------------
Loss before income taxes                                                                 (199,103)                 (960,775)
Provision for income taxes                                                                     -0-                       -0-
- ---------------------------------------------------------------------------------------------------------------------------
Net loss                                                                              $  (199,103)              $  (960,775)
===========================================================================================================================

Net loss per common
  and common equivalent share                                                         $     (0.05)              $     (0.31)
===========================================================================================================================

Weighted average shares and
  common equivalent shares outstanding                                                  3,684,219                 3,137,315
===========================================================================================================================
</TABLE>




                       See notes to financial statements.


<PAGE>



<TABLE>
<CAPTION>


STATEMENTS OF CASH FLOWS (Unaudited)
For the nine months ended December 31                                                        1996                      1995
- ---------------------------------------------------------------------------------------------------------------------------

Cash flows provided from operating activities:
         <S>                                                                          <C>                      <C>         
         Net loss                                                                     $ (199,103)               $  (960,775)
         Adjustments to reconcile net loss to net cash
          provided by(used in) operating activities:
                  Depreciation                                                            523,878                   479,823
                  Amortization                                                             75,539                    33,362
                  Equity in earnings of joint venture                                     (77,625)                  (41,099)
                  Increase  (decrease)  in cash,  net of the sale of the sale of
                    the UPS line, due to change in:
                       Receivables                                                       (148,975)                  748,414
                       Inventories                                                       (342,696)                   43,505
                       Prepaid expenses                                                   (52,107)                  (16,189)
                       Other assets                                                         7,036                    (6,098)
                       Accounts payable                                                    49,193                  (243,014)
                       Warranty reserve                                                  (106,491)                       -0-
                       Accrued liabilities                                                 61,906                   (73,751)
- ----------------------------------------------------------------------------------------------------------------------------
                  Net cash provided by (used in) operating activities                    (209,445)                  (35,822)
- ----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
         Capital expenditures                                                            (317,372)                 (323,791)
         Other assets                                                                          -0-                   12,636
         Sale of fixed assets related to UPS line                                              -0-                  290,959
         Proceeds from sale of UPS line                                                        -0-                  342,470
- ---------------------------------------------------------------------------------------------------------------------------
                  Net cash provided by (used in) investing activities                    (317,372)                  322,274
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
         Net borrowing (repayments) under revolving credit agreement                      133,154                  (136,942)
         Repayments on notes payable                                                     (102,200)                 (349,755)
         Proceeds from exercise of stock options                                               -0-                    2,668
         Proceeds from sale of common stock                                               498,500                   104,273
- ---------------------------------------------------------------------------------------------------------------------------
                  Net cash provided by (used in) financing activities                     529,454                  (379,756)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                        2,637                   (93,304)
Cash and cash equivalents at beginning of period                                            8,518                    96,259
- ---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                            $    11,155                 $    2,955
===========================================================================================================================

Supplemental  disclosures  of cash flow  information:  Cash paid during the nine
         months for:
                  Income taxes                                                        $        -0-                $      -0-
                  Interest                                                            $   321,451                 $ 119,081
===========================================================================================================================

Supplemental disclosures of non-cash investing and financing activities:
         Subordinated debt of $500,000 plus accrued interest of $21,834
             exchanged for 455,432 shares of common stock (See Note 6)                 $  521,834                $       -0-
         Note issued for sale of UPS line                                              $       -0-               $  120,638
         Common stock issued for legal settlement                                      $       -0-               $   75,000
===========================================================================================================================
</TABLE>



                       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 December 31, 1996,  and the results of its operations and its cash
flows for the periods ended December 31, 1996 and December 31, 1995. The results
of  operations  for the  period  ended  December  31,  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
<TABLE>
<CAPTION>
Receivables consist of the following:
                                                                                December 31, 1996         March 31, 1996
                                                                                      (Unaudited)
<S>                                                                                 <C>                       <C>        
Trade receivables                                                                     $ 2,758,071               $ 2,612,467
Receivable from joint venture                                                             122,559                    51,156
Warranty premium receivable                                                                    -0-                   23,553
Income tax refund receivable                                                                   -0-                   59,309
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                        2,880,630                 2,746,485
Allowance for doubtful accounts                                                           (78,284)                  (93,114)
- ---------------------------------------------------------------------------------------------------------------------------
Total Receivables                                                                     $ 2,802,346               $ 2,653,371
===========================================================================================================================

2.  INVENTORIES

Inventories consist of the following:
                                                                                December 31, 1996           March 31, 1996
- --------------------------------------------------------------------------------------------------------------------------
                                                                                      (Unaudited)
Raw materials                                                                         $ 1,660,651               $ 1,457,424
Work-in-process                                                                           370,953                   217,262
Finished goods                                                                            618,796                   633,018
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                                 $ 2,650,400               $ 2,307,704
===========================================================================================================================
</TABLE>

3.  NET EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

Net earnings (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. 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 and revolving line of credit consist of the following:
<TABLE>
<CAPTION>

                                                                                December 31, 1996            March 31, 1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      (Unaudited)
<S>                                                                                  <C>                        <C>        
Revolving line of credit                                                             $  2,930,744               $ 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 December 31, 1996, the Company was in compliance with
these covenants.

Notes payable:
   Collateralized promissory notes                                                    $ 1,088,000               $ 1,200,000
   Uncollateralized subordinated note - director                                               -0-                  500,000
   Uncollateralized note to former officer                                                 44,100                    34,300

                                                                                        1,132,100                 1,734,300
Less current installments of notes payable                                               (236,100)                 (194,300)
- ---------------------------------------------------------------------------------------------------------------------------
         Total notes payable, less current installments                              $    896,000               $ 1,540,000
===========================================================================================================================
</TABLE>

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.

In September 1996,  certain  directors and executive  officers and a supplier of
the Company purchased 584,420 shares of common stock of the Company for $498,500
in cash plus a note in the amount of $60,000.  Proceeds  from these  investments
were used to reduce short term borrowings and accounts payable.

7.  FINANCIAL STATEMENT CLASSIFICATIONS

Certain  balances  in  the  March  31,  1996  financial   statements  have  been
reclassified to conform with the current period presentation. These changes have
no effect on the previously  reported net loss, total assets,  total liabilities
or stockholders' equity.


<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  December  31,  1996,  increased  by $814
thousand  (29%)  compared to the three months ended December 31, 1995. Net sales
for the nine months ended  December 31,  1996,  increased by $1.4 million  (16%)
over the nine months ended December 31, 1995. The major  components of net sales
were:

                               Revenue by Product
                                 (in thousands)
                                     Three Months                 Nine months
                                 12/31/96     12/31/95     12/31/96     12/31/95
TVSS revenue                    $   3,614   $   2,800     $  10,282    $   8,470
UPS revenue                            -0-         -0-           -0-         397
                                ---------   ---------     ---------    ---------
       Total                    $   3,614   $   2,800     $  10,282    $   8,867
                                 ========   =========     =========    =========

Contribution margin percentage        48%         54%           50%          53%
Gross margin percentage               31%         32%           34%          32%

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

TVSS (Transient  Voltage Surge  Suppression)  revenue increased by $814 thousand
(29%) for the three  months  ended  December  31,  1996 as compared to the three
months ended December 31, 1995. TVSS revenue increased by $1.8 million (21%) for
the nine months ended  December 31, 1996 over the same period of the prior year.
TVSS revenue consists of plug-in and hardwire product sales, as follows:

         Plug-in revenue increased for the three months ended December 31, 1996,
         by $726 thousand  (36%) over the same period of 1995.  Plug-in  revenue
         increased by $1.2 million (20%) for the nine months ended  December 31,
         1996  compared  to the nine  months  ended  December  31,  1995.  These
         increases are the result of the Company's  focus on increasing  Private
         Label/OEM business.  These increases were partially offset by decreases
         in government purchases.

         Hardwire  revenue  increased by $88 thousand  (11%) for the three month
         period ended  December 31, 1996 compared to the same three month period
         ended December 31, 1995.  Hardwire  revenue  increased by $578 thousand
         (25%) for the nine months ended  December 31, 1996 over the same period
         in 1995. These increases are the result of two factors;  1) the Company
         has successfully  entered the new  construction  and bid  specification
         market, and 2) the Company has increased its penetration of the utility
         market  with  its  HomeGuard(R)  and  related  products.   The  current
         quarterly  percentage  increase is smaller than the year to date due to
         seasonal fluctuations in this area.

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


<PAGE>


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

Gross Profit for the three months ended December 31, 1996 improved over the same
period of the prior year by $218 thousand (25%). This improvement was the result
of 1) an increase in sales of 29%, 2) a reduction in warranty claims and related
expense,  and  indirect  manufacturing  costs of $99 thousand  (15%),  and 3) an
offsetting  decline  in  contribution  margin  of  six  percentage  points.  The
contribution  margin  decline  was the  result of a large  revenue  increase  in
Private   Label/OEM   sales  which  are  at  much  lower   margins   than  other
distribution-related  sales. Gross profit for the nine months ended December 31,
1996 was $571 thousand (20%) more than the nine months ended December 31, 1995.

Operating  Expenses for the three months  ended  December 31, 1996  decreased by
$224  thousand  (18%),  compared to the three  months  ended  December 31, 1995.
Operating  expenses  decreased by $354  thousand  (9%) for the nine months ended
December 31, 1996 as compared to the same period in 1995.  These  decreases were
primarily the result of expense savings in several areas,  including  telephone,
legal, audit and headcount related expenses.

Net  Profit  for the  three  months  ended  December  31,  1996 was  $1,447,  an
improvement of $368 thousand compared to the net loss for the three months ended
December  31,  1995.  Net loss was also  reduced by $762  thousand  for the nine
months ended  December 31, 1996 compared to the same period ending  December 31,
1995. These improvements resulted from revenue increases coupled with reductions
in warranty claims, indirect manufacturing costs and operating expenses.

Liquidity and Capital Resources:

The Company used $209  thousand  cash in  operations  during 1996 as compared to
using  cash of $36  thousand  in 1995.  The  major  causes of this  change  were
significant  increases in accounts receivable and inventories as compared to the
prior period.  The items that  influenced  this  increase are further  described
below:

         Receivables increased by $149 thousand net of bad debt allowance.  This
         increase is related to the 29% increase of sales in TVSS products.

         Inventories  increased  by $343  thousand  (15%).  This  compares  to a
         related increase in the total dollar amount of cost of sales of 14%.

         Accounts payable increased by $49 thousand during the first nine months
         of fiscal  1997.  This  increase is much  smaller  than the increase in
         related  accounts  such as  inventory.  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.


<PAGE>


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

         Reserve for customer  warranty  decreased by $106  thousand as payments
         for the  Company's  discontinued  Triple  Crown  Warranty  program were
         applied  against  reserves  previously  established.  In addition,  the
         Company's  product  warranty claims for the first nine months of fiscal
         1997  have   decreased  by  19%,   relating  to  product   improvements
         implemented in prior periods.

         Accrued  liabilities  increased  $62 thousand for the nine months ended
         December  31,  1996.  This  increase is due to increases in payroll and
         fringe  benefit  accruals,  which  are  affected  by  timing  of actual
         payments made.

The Company used $317  thousand in investing  activities  during the nine months
ended  December  31,  1996 as compared to $322  thousand  provided by  investing
activities in 1995. The items that influenced this change are described below:

         Property -  Investments  in new equipment of $317 thousand were made in
         the nine months ended December 31, 1996. These were primarily for molds
         and  tooling  related to new  hardwire  and  plug-in  products  and the
         purchase of updated computer hardware.

         Proceeds  from the sale of UPS  line  and sale of fixed  assets  is the
         largest portion of the decrease in cash flows from investing activities
         during fiscal year 1996 when  compared to fiscal year 1995.  There were
         no comparable sales in fiscal year 1997.

Financing  activities  provided $529 thousand for the nine months as compared to
$380 thousand used in financing  activities in 1995.  The items that  influenced
this increase are explained below:

         Net borrowings  under  revolving  credit  agreement were $133 thousand,
         which were used to fund the  Company's  growth.  Net  repayments in the
         prior year  resulted  from payments  required  under credit  facilities
         which have been replaced.

         Repayments  on notes  payable  were $102  thousand  for the nine months
         ended  December  31,  1996,  based on  scheduled  repayments  of loans.
         Payments of $350  thousand in the prior year were the result of a prior
         debt arrangement which was refinanced in March 1996.

         Proceeds  from sale of common  stock  were $499  thousand  for the nine
         months ended  December 31,  1996.  This  increase is due to the sale of
         common stock to a group of officers and  directors  and a supplier (see
         Note 6 to the Financial Statements).

Factors Affecting Future Results:

The Company has recognized modest net earnings in the current quarter,  improved
it's revenue and gross profit, lowered overhead costs, achieved earnings on core
TVSS  business  and  benefited  by sales of its  common  stock to  officers  and
directors.  All of these have  improved the  Company's  financial  condition and
liquidity  in both the three and nine months ended  December 31, 1996.  Based on
expected revenue, management believes it can fund its operations from internally
generated  cash  flow and  borrowings  against  its line of  credit.  Management
believes,  however,  that it must explore methods to reduce its accounts payable
in order to  support  future  growth  requirements.  Management  is  considering
several  funding  options  to  accomplish  a  reduction  in  accounts   payable.
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 marginal liquidity and financial condition.

<PAGE>




PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         A)       Exhibits.

                  Exhibit 11 - Computation of Earnings Per Share
                  Exhibit 27 - Financial Data Schedule


         B)    Reports on Form 8-K

                  None.


                               SIGNATURES

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



                                             EFI ELECTRONICS CORPORATION
                                             (Registrant)

Date:  February 13, 1997
                                              /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 President & Secretary 
                                             (Principal Financial Officer)





Weighted Average Common and Common Equivalent Shares Outstanding       
Nine months ended  December 31, 1996                                    
<TABLE>
<CAPTION>

                                                            Shares                Weighted Average
                                                       Outstanding              Shares Outstanding
                                                       -----------              ------------------
<S>                                                    <C>                            <C>  
Common shares outstanding, March 31, 1996:               3,173,822                       3,173,822   
                                                                
Additional shares outstanding due to:                                                           
        Stock issued                                     1,039,852                         510,397  
        Stock split                                              0                               0 
        Stock acquired (Treasury)                                0                               0 
        Stock retired                                            0                               0 
                                                         ---------                      ----------
Common shares outstanding December 31, 1996:             4,213,674                       3,684,219
                                                         =========                       =========
- -------------------------------------------------------------------------------                   
<CAPTION>


Weighted Average Common and Common Equivalent Shares Outstanding                                                                
"Three months ended  December 31, 1996"                                                         
                                                           Shares                 Weighted Average
                                                      Outstanding               Shares Outstanding
                                                      -----------               ------------------
<S>                                                     <C>                              <C>      
Common shares outstanding, September 30, 1996:          4,213,674                        3,654,664
                                                                
Additional shares outstanding due to:                                                           
        Stock issued                                            0                          559,010 
        Stock split                                             0                                0 
        Stock acquired (Treasury)                               0                                0 
        Stock retired                                           0                                0 
                                                        ---------                       ----------
Common shares outstanding December 31, 1996:            4,213,674                        4,213,674 
                                                        =========                        =========
</TABLE>



<PAGE>



Weighted Average Common and Common Equivalent Shares Outstanding          
Nine months ended  December 31, 1995
<TABLE>
<CAPTION>

                                                          Shares                  Weighted Average
                                                     Outstanding                Shares Outstanding
                                                     -----------                ------------------

<S>                                                    <C>                               <C>       
Common shares outstanding, March 31, 1995:             3,106,132                         3,106,132 
                                                                
Additional shares outstanding due to:                                                           
        Stock issued                                      59,568                            31,183 
        Stock split                                            0                                 0 
        Stock acquired (Treasury)                              0                                 0 
        Stock retired                                          0                                 0 
                                                       ---------                        ----------
Common shares outstanding December 31, 1995:           3,165,700                         3,137,315 
                                                                

- --------------------------------------------------------------------------------

<CAPTION>

Weighted Average Common and Common Equivalent Shares Outstanding      
Three months ended  December 31, 1995
                                                          Shares                 Weighted Average
                                                     Outstanding               Shares Outstanding
                                                     -----------               ------------------
<S>                                                    <C>                              <C>      
Common shares outstanding, September 30, 1995:         3,165,700                        3,165,052
                                                                
Additional shares outstanding due to:                                                           
        Stock issued                                           0                              648 
        Stock split                                            0                                0 
        Stock acquired (Treasury)                              0                                0 
        Stock retired                                          0                                0 
                                                      ----------                        ---------
Common shares outstanding December 31, 1995:           3,165,700                        3,165,700   
</TABLE>
                                                                

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              MAR-31-1997
<PERIOD-END>                                   DEC-31-1996
<CASH>                                              11,155   
<SECURITIES>                                             0
<RECEIVABLES>                                    2,758,071
<ALLOWANCES>                                        78,284 
<INVENTORY>                                      2,650,400
<CURRENT-ASSETS>                                 5,551,460
<PP&E>                                           4,553,507
<DEPRECIATION>                                   2,863,555
<TOTAL-ASSETS>                                   7,639,280
<CURRENT-LIABILITIES>                            5,435,915
<BONDS>                                            896,000
                                    0
                                              0
<COMMON>                                               421
<OTHER-SE>                                       1,306,944
<TOTAL-LIABILITY-AND-EQUITY>                     7,639,280
<SALES>                                         10,282,056 
<TOTAL-REVENUES>                                10,361,458
<CGS>                                            6,833,501 
<TOTAL-COSTS>                                    3,393,585
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 333,330
<INCOME-PRETAX>                                   (198,958)
<INCOME-TAX>                                           145 
<INCOME-CONTINUING>                               (199,103)
<DISCONTINUED>                                           0      
<EXTRAORDINARY>                                          0     
<CHANGES>                                                0         
<NET-INCOME>                                      (199,103)
<EPS-PRIMARY>                                        (0.05)  
<EPS-DILUTED>                                        (0.05)  
        

</TABLE>


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