EFI ELECTRONICS CORP
10QSB, 1997-08-14
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, 1997

|_|  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 31,1997:
4,216,174



<PAGE>

INDEX TO FORM 10-QSB



PART I    FINANCIAL INFORMATION                              PAGE


     Item 1.  Financial Statements

         Balance  Sheets as of June 30,  1997  (Unaudited) and
          March 31, 1997 .....................................  3

         Statements of Operations for the three months
          ended June 30, 1997 and 1996 (Unaudited)............  4

         Statements of Cash Flows for the three months
          ended June 30, 1997 and 1996 (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

     Signatures............................................... 11


<PAGE>


                      PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------


BALANCE SHEETS
                                                                  JUNE 30, 1997         MARCH 31, 1997
                                                                    (Unaudited)             
ASSETS
Current assets:
<S>                                                            <C>                       <C>          
     Cash and cash equivalents                                 $          1,180          $      10,123
     Receivables                                                      2,817,254              3,010,255
     Inventories                                                      2,916,740              2,674,607
     Prepaid expenses                                                    69,251                 42,791
- ------------------------------------------------------------------------------------------------------
         Total current assets                                         5,804,425              5,737,776

Property - net                                                        1,824,149              1,658,901
Investment in joint venture                                             262,094                209,219
Other assets                                                             81,995                 88,872
- ------------------------------------------------------------------------------------------------------
         Total assets                                               $ 7,972,663            $ 7,694,768
======================================================================================================


LIABILITIES
Current liabilities:
     Revolving line of credit                                       $ 3,199,868            $ 3,198,381
     Current maturities of notes payable                                763,874                531,690
     Accounts payable                                                 1,093,768              1,142,637
     Reserve for customer warranty                                      306,543                293,992
     Accrued income taxes payable                                        69,809                113,309
     Accrued liabilities                                                520,002                354,958
- ------------------------------------------------------------------------------------------------------
         Total current liabilities                                    5,953,864              5,634,967

Notes payable, less current maturities                                  963,996              1,048,000
- ------------------------------------------------------------------------------------------------------
         Total liabilities                                            6,917,860              6,682,967
- ------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
     Common stock                                                           422                    422
     Additional paid-in capital                                         926,925                926,925
     Retained earnings                                                  337,456                294,454
- ------------------------------------------------------------------------------------------------------
         Total                                                        1,264,803              1,221,801
     Less:
         Stock subscriptions and notes 
          receivable from management                                   (210,000)              (210,000)
- ------------------------------------------------------------------------------------------------------
Total stockholders' equity                                            1,054,803              1,011,801
- ------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                          $ 7,972,663            $ 7,694,768
======================================================================================================

</TABLE>






                                      See notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>



STATEMENTS OF OPERATIONS (Unaudited)

For the three months ended June 30,                                        1997                   1996
- ------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                    <C>  
Sales                                                               $ 3,639,459            $ 3,109,044
Cost of sales                                                         2,284,857              1,953,090
- ------------------------------------------------------------------------------------------------------
Gross profit                                                          1,354,602              1,155,954
- ------------------------------------------------------------------------------------------------------
Operating expenses:
     Selling, general and
          administrative expenses                                     1,037,601              1,109,294
     Research and development                                           173,685                133,515
- ------------------------------------------------------------------------------------------------------
         Total operating expenses                                     1,211,286              1,242,809
- ------------------------------------------------------------------------------------------------------
Operating income/(loss)                                                 143,316                (86,855)
Other income/(expense):
     Equity in earnings of joint venture                                 52,875                 17,955
     Interest expense                                                  (130,139)              (117,733)
     Other income/(expense), net                                        (23,050)                    -0-
- ------------------------------------------------------------------------------------------------------
         Total other expense                                           (100,314)               (99,778)
- ------------------------------------------------------------------------------------------------------
Earnings/(loss) before income taxes                                      43,002               (186,633)
Income taxes                                                                 -0-                    -0-
- ------------------------------------------------------------------------------------------------------
Net earnings/(loss)                                                 $    43,002            $  (186,633)
======================================================================================================

Earnings/(loss) per common share                                  $        0.01         $        (0.06)
======================================================================================================

Earnings/(loss) per common share -
  assuming dilution                                               $        0.01         $        (0.06)
======================================================================================================


Weighted average shares outstanding                                   4,216,174              3,178,549
======================================================================================================

</TABLE>









                                      See notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>


STATEMENTS OF CASH FLOWS (Unaudited)

For the three months ended June 30,                                        1997                   1996
- ------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                    <C>  

Cash flows provided from operating activities:
     Net earnings/(loss)                                            $    43,002            $  (186,633)
     Adjustments to reconcile net earnings/(loss) to net cash
      provided by/(used in) operating activities:
         Depreciation                                                   137,686                169,554
         Amortization                                                     9,878                 10,121
         Equity in earnings of joint venture                            (52,875)               (17,955)
         Increase/(decrease) in cash due to change in:
              Receivables                                               193,001                179,679
              Inventories                                              (242,133)              (178,118)
              Prepaid expenses                                          (26,460)               (91,884)
              Other assets                                               (3,001)                 4,619
              Accounts payable                                          (48,869)               (71,789)
              Warranty reserve                                           12,551                (20,240)
              Accrued income taxes payable                              (43,500)                    -0-
              Accrued liabilities                                       165,044                184,525
- ------------------------------------------------------------------------------------------------------
         Net cash  provided  by/(used in) operating  activities         144,324                (18,121)
- ------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
     Capital expenditures                                              (302,934)               (73,213)
- ------------------------------------------------------------------------------------------------------
         Net cash used in investing activities                         (302,934)               (73,213)
- ------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
     Net borrowings under revolving line of credit                        1,487                 99,488
     Principal payments on notes payable                                (56,820)               (16,000)
     Principal borrowings on notes payable                              205,000                     -0-
- ------------------------------------------------------------------------------------------------------
         Net cash provided by  financing activities                     149,667                 83,488
- ------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                (8,943)                (7,846)
Cash and cash equivalents at beginning of period                         10,123                  8,518
- ------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                         $      1,180           $        672
======================================================================================================

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

         Income taxes                                               $    43,500          $          -0-
         Interest                                                   $   129,886          $      95,076
======================================================================================================

</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 June  30,  1997  and  March  31,  1997,  and the  results  of its
operations and its cash flows for the three months ended June 30, 1997 and 1996.
The  results of  operations  for the three  months  ended June 30,  1997 are not
necessarily  indicative  of the results that may be expected for the year ending
March 31, 1998.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted as specified by the  instructions  to Form 10-QSB
and Item 310 of Regulation S-B. It is suggested that these financial  statements
be read in  conjunction  with the  Company's  1997 Form  10-KSB  included in the
Annual Report to Shareholders.

1.  RECEIVABLES
<TABLE>
<CAPTION>

Receivables consisted of the following:
                                                                   June 30,1997         March 31, 1997
- ------------------------------------------------------------------------------------------------------
                                                                    (Unaudited)
<S>                                                                 <C>                    <C> 
Trade receivables                                                   $ 2,718,062            $ 3,124,292
Receivable from joint venture                                           135,953                234,340
- ------------------------------------------------------------------------------------------------------
                                                                      2,854,015              3,358,632
Allowance for doubtful accounts                                         (36,761)              (348,377)
- ------------------------------------------------------------------------------------------------------
Total Receivables                                                   $ 2,817,254            $ 3,010,255
======================================================================================================

2.  INVENTORIES

Inventories consisted of the following:
                                                                  June 30, 1997         March 31, 1997
- ------------------------------------------------------------------------------------------------------
                                                                    (Unaudited)

Raw materials                                                       $ 1,556,454            $ 1,367,125
Work-in-process                                                         419,317                498,178
Finished goods                                                          940,969                809,304
- ------------------------------------------------------------------------------------------------------
Total                                                               $ 2,916,740            $ 2,674,607
======================================================================================================
</TABLE>


3.  NET EARNINGS/(LOSS) PER COMMON 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.  Stock  subscriptions  receivable  are treated as outstanding
shares for purposes of this computation.


<PAGE>

NOTES TO FINANCIAL STATEMENTS - Continued (Unaudited)

4.  NOTES PAYABLE AND REVOLVING LINE OF CREDIT

At June 30 and March 31, 1997,  notes payable and revolving line of credit,  the
carrying value of which approximates fair value, consisted of the following:


<TABLE>
<CAPTION>

                                                                  June 30, 1997         March 31, 1997
- ------------------------------------------------------------------------------------------------------
                                                                    (Unaudited)

<S>                                                                <C>                     <C>  

Revolving line of credit                                           $  3,199,868            $ 3,198,381
======================================================================================================

Notes payable:
   Collateralized promissory note                                     $ 992,000            $ 1,040,000
   Uncollateralized subordinated note - director                        500,000                500,000
   Uncollateralized note to former officer                               30,870                 39,690
   Collateralized promissory note - machinery                           205,000                     -0-
- ------------------------------------------------------------------------------------------------------
                                                                      1,727,870              1,579,690
Less current maturities                                                (763,874)              (531,690)
- ------------------------------------------------------------------------------------------------------  
         Total notes payable, less current installments               $ 963,996            $ 1,048,000
======================================================================================================
</TABLE>

The revolving line of credit  provides for borrowings up to $3,200,000  based on
certain asset ratios and contains financial  covenants,  the most restrictive of
which  require that the Company  maintain not less than  $1,350,000 of net worth
plus  subordinated  debt. At June 30, 1997,  the Company was in compliance  with
these covenants or had obtained appropriate waivers.





<PAGE>

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

General:

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto elsewhere herein.

Results of Operations:

Net Sales for the three months ended June 30, 1997,  increased by $530  thousand
(17%)  compared  to the three  months  ended  June 30,  1996.  Revenue  consists
primarily of plug-in and hardwire product sales, as follows:

     Plug-in revenue increased for the three months ended June 30, 1997, by $110
     thousand (5%) over the same period of 1996.  These increases are the result
     of the Company's  continuing focus on increasing Private Label/OEM business
     and increases in utility market penetration.

     Hardwire revenue increased by $420 thousand (43%) for the period ended June
     30, 1997  compared to the same period  ended June 30, 1996.  The  Company's
     penetration of the utility  market  contributed  nearly  two-thirds of this
     increase. Increases in the international and construction markets accounted
     for the balance.

Gross Profit on sales for the three  months  ended June 30,  1997,  increased by
$199  thousand  (17%)  compared to the three months  ended June 30,  1996.  This
increase is due to the significant  increase in revenue of $530 thousand for the
three  months  ended June 30, 1997 as  compared to the same period in 1996.  The
gross margin as a percent of sales remained unchanged.

Operating  Expenses for the three  months  ended June 30, 1997  decreased by $32
thousand  (3%),  compared to the three  months  ended June 30,  1996.  Operating
expenses changed as described below:

     Sales  expenses  decreased  by $93 thousand for the three months ended June
     30, 1997 as compared to the same  period  ended June 30,  1996.  Reductions
     occurred in  commissions,  benefits,  seminars,  promotional  expenses  and
     postage.  This decrease is due to a restructuring  of the sales  department
     during  fiscal 1997. 

     As reported in the March 31, 1997 annual report,  the Company  discontinued
     the Network  Response Systems (NRS) business group. The Company incurred no
     expenses  during the current period for NRS.  Expenses for NRS decreased by
     $107  thousand  for the three months ended June 30, 1997 as compared to the
     three months ended June 30, 1996.

     Research and  development  expenses  increased $40 thousand,  for the three
     months ended June 30,  1997,  as compared to the same period ended June 30,
     1996 due to increases in new product development and UL expenses.  


<PAGE>

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

     Expenses in the marketing  department  for the same three months  increased
     $23 thousand due to  increases in wages,  consulting  and travel due to new
     marketing and promotional opportunities.

     General and  administrative  expenses increased $104 thousand for the three
     months ended June 30, 1997 as compared to June 30, 1996 due to increases in
     incentive  compensation  and  travel  to  foreign  countries  to  sign  new
     international customers to increase foreign sales.

Net  Earnings  for the  three  months  ended  June 30,  1997,  increased  to $43
thousand,  an  improvement  of $230  thousand  compared  to the net loss of $187
thousand for the three months ended June 30, 1996. These  improvements  resulted
from  improvements  in revenue  and gross  profit  coupled  with  reductions  in
operating expenses.

Liquidity and Capital Resources:

Cash Flows From  Operating  Activities  for the three months ended June 30, 1997
increased  by $162  thousand  compared to the three  months  ended June 30, 1996
providing the first positive cash flow from operating activities since September
1995. In addition to improvement in net income,  the items that  influenced this
increase are described below:

     Receivables decreased by $193 thousand net of bad debt allowance during the
     first quarter. This decrease is due primarily to payments received from the
     Company's  joint venture in Europe and the collection of a past due account
     in the amount of $125,000.

     Inventories  increased by $242 thousand.  This increase is due to a buildup
     of raw materials and  finished  goods  related to  the increase in hardwire
     sales.  In addition,  the Company is beginning to place raw material orders
     for larger quantities to obtain better pricing.

     Accounts payable decreased by $49 thousand during the first three months of
     fiscal  1998.  The  Company has  continued  to improve  its  position  with
     suppliers.  The  Company has  maintained  adequate  relationships  with its
     suppliers and remains on "open account" with all significant vendors.

     Accrued  liabilities  increased $165 thousand for the period ended June 30,
     1997.  This  increase is due to  increases in  incentive  compensation  and
     payroll and fringe benefit accruals, which are affected by timing of actual
     payments made.

Cash Flows used in  Investing  Activities  increased  for the three months ended
June 30, 1997 by $230 thousand compared to the three months ended June 30, 1996,
as a result of an  investment  in a state of the art axial  component  insertion
machine.  This  replaces  an  existing  machine and will  improve  capacity  and
productivity of the Company's circuit board assembly operation.

Cash Flows  provided by Financing  Activities  increased by $66 thousand for the
three  months  ended June 30, 1997  compared to the three  months ended June 30,
1996.  This was the  result of a note in the  amount  of  $205,000  incurred  to
finance the insertion  machine  described  above,  offset by repayments of notes
payable. 


<PAGE>

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

Factors Affecting Future Results:

Although  the Company  generated  net  earnings  for the current  quarter,  it's
financial  condition  remains  guarded.   Based  on  expected  future  revenues,
management  believes it can fund its operations from  internally  generated cash
flows.  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 limited liquidity and financial condition.

This Form 10-Q contains  forward-looking  statements  within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
Additional written or oral forward-looking statements may be made by the Company
from time to time,  in filings with the  Securities  and Exchange  Commission or
otherwise.   Readers  are  cautioned   not  to  place  undue   reliance  on  any
forward-looking  statements  contained  herein,  which speak only as of the date
hereof.  The Company  undertakes no obligation to publicly release the result of
any revisions to these  forward-looking  statements  that may be made to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unexpected events.
    


<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)  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: August 14, 1997


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




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


                        EFI Electronics Corporation
            Exhibit 11 - Computation of Earnings (Loss) per Share
                           June 30, 1997 and 1996


Weighted Average Common and Common Equivalent Shares Outstanding
Three months ended June 30, 1997

                                                  Shares       Weighted Average
                                               Outstanding    Shares Outstanding
                                               -----------    ------------------
      
Common shares outstanding, March 31, 1997:       4,216,174             4,216,174

Additional shares outstanding due to:
        Stock issued                                     0                     0
        Stock split                                      0                     0
        Stock acquired (Treasury)                        0                     0
        Stock retired                                    0                     0
                                                ----------            ----------

Common shares outstanding June 30, 1997:         4,216,174             4,216,174
                                                ==========            ==========





Weighted Average Common and Common Equivalent Shares Outstanding
Three months ended  June 30, 1996
                                                 Shares        Weighted Average
                                               Outstanding    Shares Outstanding
                                               -----------    ------------------
       
Common shares outstanding, March 31, 1996:       3,173,822             3,173,822

Additional shares outstanding due to:
        Stock issued                               455,432                 4,727
        Stock split                                      0                     0
        Stock acquired (Treasury)                        0                     0
        Stock retired                                    0                     0
                                                ----------            ----------

Common shares outstanding June 30, 1996:         3,629,254             3,178,549
                                                ==========            ==========



<TABLE> <S> <C>



<ARTICLE>                     5
       
<S>                              <C> 
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                                      MAR-31-1997
<PERIOD-END>                                           JUN-30-1997
<CASH>                                                       1,180
<SECURITIES>                                                     0
<RECEIVABLES>                                            2,718,062
<ALLOWANCES>                                                36,761
<INVENTORY>                                              2,916,740
<CURRENT-ASSETS>                                         5,804,425
<PP&E>                                                   4,718,067
<DEPRECIATION>                                           2,893,918
<TOTAL-ASSETS>                                           7,972,663
<CURRENT-LIABILITIES>                                    5,953,864
<BONDS>                                                    963,996
                                            0
                                                      0
<COMMON>                                                       422
<OTHER-SE>                                               1,054,803
<TOTAL-LIABILITY-AND-EQUITY>                             7,972,663
<SALES>                                                  3,639,459
<TOTAL-REVENUES>                                         3,641,978
<CGS>                                                    2,284,857
<TOTAL-COSTS>                                            1,211,286
<OTHER-EXPENSES>                                            23,050
<LOSS-PROVISION>                                            36,761
<INTEREST-EXPENSE>                                         130,139
<INCOME-PRETAX>                                             43,002
<INCOME-TAX>                                                     0
<INCOME-CONTINUING>                                         43,002
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                43,002
<EPS-PRIMARY>                                                 0.01   
<EPS-DILUTED>                                                 0.01
        

</TABLE>


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