<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-QSB/A-1
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1997
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-21305
Electronic Designs, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3298416
----------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Research Drive, Westborough, Massachusetts 01581
(Address of Principal Executive Offices) (Zip Code)
(508) 366-5151
(Registrant's Telephone Number, Including Area Code)
--------------------------------------
(Former Name, Former Address and Formal Fiscal Year,
if Changed Since Last Report)
Check whether 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 12
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.
Yes X No
--- ---
The number of shares of Registrant's Common Stock outstanding on May 2, 1997
was 7,100,929
Page 1 of 7, including exhibits
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
THIS ITEM 1 IS IDENTICAL TO THE ITEM 1 OF THE 10-QSB/A FILED ON MAY 22, 1997
EXCEPT THAT CERTAIN FINANCIAL STATEMENT INFORMATION THAT WAS UNINTENTIONALLY
OMITTED FROM THE MAY 22, 1997 10-QSB/A, BUT INCLUDED IN THE 10-QSB FILED ON MAY
15, 1997, HAS BEEN REINSERTED INTO THIS FILING.
<TABLE>
ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
<CAPTION>
MARCH 30, SEPTEMBER 30,
1997 1996
<S> <C> <C>
ASSETS
Current asset;
Cash and cash equivalents $ 5,467,000 $ 3,290,000
Accounts receivable, net 5,893,000 6,356,000
lnventories 4,737,000 5,483,000
Prepaid expenses 97,000 143,000
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Total current assets 16,194,000 15,272,000
Property and equipment, net 3,529,000 3,843,000
Other assets 87,000 87,000
Intangible assets, net 1,628,000 1,861,000
------------ ------------
$ 21,438,000 $ 21,063,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,311,000 $ 828,000
Accounts payable 3,907,000 5,329,000
Accrued expenses and other liabilities 2,032,000 2,690,000
------------ ------------
Total current liabilities 7,250,000 8,847,000
Deferred rent 137,000 130,000
Long-term debt, net of current portion 2,552,000 2,939,000
------------ ------------
Total liabilities 9,939,000 11,916,000
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Shareholders' equity:
Convertible preferred stock; $0.01 par value; 8,000,000 shares
authorized; 0 and 1,823 shares issued and outstanding at
March 30, 1997 and September 30, 1996, respectively
Common stock; $0.01 par value; 20,000,000 shares authorized;
7,090,192 and 6,341,896 shares issued and outstanding at
March 30, 1997 and September 30, 1996, respectively 71,000 64,000
Additional paid in capital 26,950,000 26,943,000
Accumulated deficit (15,522,000) (17,860,000)
------------ ------------
Total shareholders' equity 11,499,000 9,147,000
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$ 21,438,000 $ 21,063,000
============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements
2
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<TABLE>
ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- --------------------------
MARCH 30, MARCH 31, MARCH 30, MARCH 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues $9,925,000 $15,564,000 $20,946,000 $29,194,000
Cost of revenues 5,966 000 10,928,000 12,728,000 21,553,000
---------- ----------- ----------- -----------
Gross profit 3,959,000 4,636,000 8,218,000 7,611,000
---------- ----------- ----------- -----------
Operating expenses:
Research and development 636,000 648,000 1,253,000 1,408,000
Selling, general and administrative 1,992,000 2,315,000 4,050,000 4,544,000
Restructuring - - - 590,000
Amortization of intangible assets 116,000 118,000 233,000 236,000
---------- ----------- ----------- -----------
2,744,000 3,O81,000 5,536,000 6,778,000
---------- ----------- ----------- -----------
Income from operations 1,215,000 1,555,000 2,682,000 833,000
---------- ----------- ----------- -----------
Other income (expense):
Interest income 60,000 2,000 109,000 47,000
Interest expense (88,000) (274,000) (193,000) (518,000)
---------- ----------- ----------- -----------
(28,000) (272,000) (84,000) (471,000)
---------- ----------- ----------- -----------
lncome before income taxes 1,187,000 1,283,000 2,598,000 362,000
Provision for income taxes 120,000 126,000 260,000 126,000
---------- ----------- ----------- -----------
Net income $1,067,000 $ 1,157,000 $ 2,338,000 $ 236,000
========== =========== =========== ===========
Net income per share $ 0.13 $ 0.14 $ 0.27 $ 0.07
========== =========== =========== ===========
Weighted average common shares and equivalents 9,783,000 9,991,000 9,823,000 7,405,000
========== =========== =========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
3
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<TABLE>
ELECTRONIC DESIGNS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
SIX MONTHS ENDED
-------------------------------
MARCH 30, MARCH 31,
1997 1996
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from (used in) operating activities:
Net income $ 2,338,000 $ 236,000
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 883,000 798,000
Noncash portion of restructuring expenses - 57,000
Common stock and stock warrants issued in payment of interest
and other expenses 10,000 37,000
Changes in assets and liabilities. net of acquired amounts:
(Increase) decrease in accounts receivable 463,000 (1,985,000)
Decrease in inventories 746,000 446,000
Decrease in prepaid expenses 46,000 63,000
Decrease in other assets - 17,000
Increase (decrease) in accounts payable (1,422,000) 343,000
Decrease in accrued expenses (658,000) (1,832,000)
Increase in deferred rent 7,000 17,000
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Net cash flows provided by (used in) operating activities 2,413,000 (1,803,000)
----------- -----------
Cash flows from investing activities:
Capital equipment expenditures (336,000) (175,000)
Cash paid for acquisition of Electronic
Designs, Inc., net of cash acquired - (8,088,000)
----------- -----------
Net cash flows used in investing activities (336,000) (8,263,000)
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Cash flows from financing activities:
Sale of common stock, net 4,000 2,219,000
Proceeds from issuance of long-term debt 750,000 5,500,000
Principal repayments on long-term debt (654,000) (849,000)
Repayment of notes payable to officers - (290,000)
Net borrowings on revolving credit facility - 2,500,000
----------- -----------
Net cash flows provided by financing activities 100,000 9,080,000
----------- -----------
Net increase (decrease) in cash and cash equivalents 2,177,000 (986,000)
Cash and cash equivalents at beginning of period 3,290,000 2,045,000
----------- -----------
Cash and cash equivalents at end of period $ 5,467,000 $ 1,059,000
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
4
<PAGE> 5
ELECTRONIC DESIGNS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In March 1996, Crystallume reincorporated in Delaware and changed its name
to Electronic Designs, Inc. The accompanying unaudited interim consolidated
financial statements reflect the financial position, results of operations and
cash flows of Electronic Designs, Inc. (the "Company") and its wholly-owned
subsidiaries.
In the opinion of management, the financial statements contain all of the
necessary adjustments (all being of a normal and recurring nature) to fairly
present the financial position, results of operations and cash flows of the
Company for the interim periods presented. These statements do not include all
of the information and footnotes required by generally accepted accounting
principles, although the Company believes that the disclosures made are adequate
to make the information presented not misleading. These financial statements
should be read in conjunction with the Company's audited consolidated financial
statements for the two fiscal years in the period ended September 30, 1996
included in the Company's 1996 Annual Report on Form 10-KSB.
The operating results for the interim periods presented are not necessarily
indicative of the results to be expected for the full year.
2. ACQUISITION OF ELECTRONIC DESIGNS, INC.
Effective October 10, 1995, the Company acquired all of the outstanding
stock of Electronic Designs, Inc., a Massachusetts corporation ("EDI-MA"). The
acquisition was recorded in accordance with the purchase method and,
accordingly, the results of operations and cash flows of EDI-MA are included in
the results of operations and cash flows of the Company from the date of
acquisition.
The following pro forma information has been prepared as if the acquisition
of EDI-MA was completed at the beginning of the six month period ended March 31,
1996, is presented for illustrative purposes only and is not necessarily
indicative of results of operations which would have actually been achieved had
the acquisition of EDI-MA occurred at that date:
Revenues $29,763,000
Income from operations $ 1,801,000
Net income $ 1,189,000
Net income per share $ 0.18
The proforma data above does not include $1,100,000, relating to the
revaluation of inventories acquired to their estimated fair value, which was
included in cost of revenues in the first quarter of fiscal 1996 as the acquired
inventories were sold. Only those proforma adjustments which were expected to
have a continuing impact on the results of operations of the combined companies
were included.
5
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3. INVENTORIES
<TABLE>
Inventories consisted of the following:
<CAPTION>
MARCH 30, SEPTEMBER
1997 1996
<S> <C> <C>
Raw materials $3,199,000 $3,244,000
Work-in-process $35,000 1,241,000
Finished goods 1,003,000 998,000
---------- ----------
$4,737,000 $5,483,000
========== ==========
</TABLE>
4. NET INCOME PER SHARE
Net income per share represents earnings per common and common equivalent
share which is determined on the basis of the weighted average number of shares
outstanding during the respective period after giving effect to (i) all options
and warrants using the modified treasury stock method, and (ii) the conversion
of preferred stock using the if-converted method. Primary and fully diluted
earnings per share are the same.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share".
This Statement establishes and simplifies standards of computing and presenting
earnings per share and replaces primary and fully diluted earnings per share
with basic and diluted earnings per share. SFAS 128 will be effective for the
Company's first quarter of fiscal 1998 and requires the restatement of all
previously reported earnings per share data that are presented. Early adoption
of SFAS 128 is not permitted. The Company plans to adopt this pronouncement as
required.
5. SHAREHOLDERS' EQUITY
During the six month period ended March 30,1997, 729,200 shares of common
stock were issued in conversion of 1,823 shares of preferred stock.
In December 1996, the Company, as part of a service agreement with an
outside firm, issued warrants to purchase 45,000 shares of common stock at an
exercise price of $3.875 per share which vest upon achievement of specified
goals. These warrants expire in December 1999.
6. SUBSEQUENT EVENTS
On May 13, 1997 the Company announced the decision to divest its
Crystallume Diamond Technology Division located in Santa Clara, California. At
March 30, 1997 the Crystallume division had total assets of $2.2 million. The
division recorded revenues of $209,000 in the current quarter and $357,000 for
the six months of fiscal 1997 as compared to $325,000 and $663,000 in the same
periods in the prior year. The operating loss for the second quarter and first
six months of fiscal 1997 was $225,000 nad $552,000, respectively, compared to
an operating loss of $152,000 and $1,446,000 for the same periods in fiscal
1996. A restructuring charge of $590,000 is included in the operating loss
recorded for the six months of the prior fiscal year.
6
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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.
Electronic Designs, Inc. (Registrant)
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Dated: May 27, 1997
/s/ Frank D. Edwards
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Frank D. Edwards, Senior Vice President
and Chief Financial Officer (Principal
Financial and Accounting Officer and Duly
Authorized Officer)
7
