EFTC CORP/
10-Q, 1998-05-15
PRINTED CIRCUIT BOARDS
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                      US SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended: March 31, 1998
             [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d) OF
                                 THE SECURITIES
                              EXCHANGE ACT OF 1934
             For the transition period from __________ to __________

                         Commission file number: 0-23332

                                EFTC CORPORATION
              (Exact name of registrant as specified in its charter


             Colorado                                     84-0854616
 (State or other jurisdiction of                         (IRS Employer
  incorporation or organization)                      Identification No.)


                         9351 Grant Street, Sixth Floor
                             Denver, Colorado 80229
                    (Address of principal executive offices)

                                 (303) 451-8200
                           (Issuer's telephone number

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark 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 preceding 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. [X] Yes [ ] No

State the number of shares  outstanding of each of the issuer's classes o common
equity, as of the latest practicable date.


     Class of Common Stock                     Outstanding at May 12, 1998
     ---------------------                     ---------------------------
 Common Stock, par value $0.01                      13,659,476 shares


                                        1

<PAGE>




                                EFTC CORPORATION
                                    FORM 10-Q

                                      INDEX



PART I.  FINANCIAL INFORMATION                                      PAGE NUMBER

         Item 1.      Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets                                3
         March 31, 1998 and December 31, 1997

         Condensed Consolidated Statements of Operations                      4
         Three months March 31, 1998 and March 31, 1997

         Condensed Consolidated Statements of Cash Flows                      5
         Three months March 31, 1998 and March 31, 1997

         Notes to Condensed Consolidated Financial                            6
         Statements - March 31, 1998

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

PART II.  OTHER INFORMATION

         Item 2.     Changes in Securities and Use of Proceeds               11

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

SIGNATURES                                                                   12

                                        2

<PAGE>



PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                EFTC Corporation
                      Condensed Consolidated Balance Sheets
                                   (unaudited)


ASSETS                                                March 31,           December 31, 
                                                         1998                1997(1)    
<S>                                                  <C>                  <C>
                                                   --------------        -------------
Current assets
     Cash and cash equivalents                       $    592,576         $  1,877,010
     Accounts receivable                               28,866,890           25,412,340
     Inventories                                       59,154,326           46,066,650
     Deferred income taxes                                491,152              494,290
     Prepaid expenses and other current assets          1,403,298              759,668
                                                     ------------         ------------
        Total current assets                           90,508,242           74,609,958
                                                     ------------         ------------
Property, plant and equipment, at cost                 43,051,938           30,314,897
Less accumulated depreciation                          10,205,943            5,957,233
                                                     ------------         ------------
Net property, plant and equipment                      32,845,995           24,357,664
Other assets, net                                       2,260,634            3,484,897
Goodwill                                               46,017,691           46,372,060
                                                     ------------         ------------
                                                     $171,632,562         $148,824,579
                                                     ============         ============


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Accounts Payable                                $ 33,198,077         $ 23,579,663
     Current portion of long-term debt and notes       
        payable                                         8,350,000            3,150,000
     Accrued compensation                               3,279,971            2,365,034
     Income taxes payable                                 666,024              608,585
     Other accrued liabilities                          1,477,291            1,272,544
                                                     ------------         ------------
          Total current liabilities                    46,971,363           30,975,826
                                                     ------------         ------------
Long-term debt, net of current portion                 45,836,227           41,808,703
                                                     ------------         ------------
Deferred income taxes                                     862,157              818,686
                                                     ------------         ------------
Shareholders' equity
     Preferred stock, $.01 par value. Authorized
          5,000,000 shares; none issued or outstanding         --                   --

     Common stock, $.01 par value. Authorized
          45,000,000 shares; issued 13,649,676 and
          13,641,776 shares                               136,497              136,418
     Additional paid-in capital                        69,475,544           68,040,433
     Retained earnings                                  8,350,774            7,044,513
                                                     ------------         ------------
          Total shareholders' equity                   77,962,815           75,221,364
                                                     ------------         ------------
                                                     $171,632,562         $148,824,579
                                                     ============         ============
</TABLE>

(1) Restated for pooling of interests--See Note 1.

See notes to condensed consolidated financial statements.

                                        3

<PAGE>
<TABLE>
<CAPTION>



                                EFTC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


                                             Three months ended March 31,
                                                  1998           1997(1)
                                             ------------    ------------
<S>                                          <C>             <C>

Net sales                                    $ 54,199,607    $ 16,041,342
Cost of goods sold                             44,296,692      13,941,282
                                             ------------    ------------

Gross profit                                    9,902,915       2,100,060

Selling, general, and administrative
   expense                                      5,320,978       1,213,281

Merger costs                                    1,048,308            --

Goodwill amortization                             390,990          22,808
                                             ------------    ------------

Operating income                                3,142,639         863,971
                                             ------------    ------------

Other income (expense):
   Interest expense                              (908,407)       (212,327)
   Other, net                                      39,229          20,829
                                             ------------    ------------
                                                 (869,178)       (191,498)
                                             ------------    ------------

      Income before income taxes                2,273,461         672,473

Income tax expense                                934,630          73,119
                                             ------------    ------------

      Net income                             $  1,338,831    $    599,354
                                             ============    ============

Pro forma information:
      Historical net income                  $  1,338,831    $    599,354
      Pro forma adjustment to income tax
         expense                                  316,636         179,368
                                             ------------    ------------
      Pro forma net income                   $  1,022,195    $    419,986
                                             ============    ============
      Pro forma income per share:
         Basic                               $       0.07    $       0.06
                                             ============    ============
         Diluted                             $       0.07    $       0.06
                                             ============    ============
      Weighted average shares outstanding:
         Basic                                 13,644,587       6,657,667
                                             ============    ============
         Diluted                               14,399,804       6,657,667
                                             ============    ============

- ------------
</TABLE>
    
(1) Restated for pooling of interests--See Note 1.

                                                                                
See notes to condensed consolidated financial statements.


                                        4

<PAGE>
<TABLE>
<CAPTION>



                                EFTC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                              Three months ended March 31,
                                                                   1998           1997(1)
                                                              ------------    ------------
<S>                                                           <C>             <C>
Cash flows from operating activities:
     Net income                                               $  1,338,833    $    599,354
     Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation and amortization                         1,358,070         375,729
           Deferred income taxes                                    46,079         164,534
           (Gain) loss on sale of fixed assets                      (4,188)         (4,188)
   Changes in operating assets and liabilities
           Accounts receivable                                  (3,454,550)     (1,032,324)
           Inventories                                         (13,087,676)     (1,038,472)
           Prepaid expenses and other current assets              (643,629)        (98,608)
           Accounts payable and accrued expenses                10,733,612         851,010
           Income taxes payable                                     61,924         (19,415)
           Other assets                                          1,224,263          28,795
                                                              ------------    ------------
              Net cash (used by) operating activities           (2,427,262)       (173,585)
                                                              ------------    ------------

Cash flows from investing activities:
     Proceeds from sale of equipment                                  --           239,706
     Payments for business combinations, net of cash acquired      (36,621)     (7,279,601)
     Purchase of property, plant and equipment                  (9,450,693)       (616,982)
                                                              ------------    ------------
          Net cash (used by) investing activities               (9,487,314)     (7,656,877)
                                                              ------------    ------------

Cash flows from financing activities:
     Stock options and warrants exercised                           45,374          17,982
     Issuance of common stock for cash, net of costs               (40,676)           --
     Proceeds from long-term debt                                7,605,000       6,700,000
     Principal payments on long-term debt                       (1,979,556)        (85,000)
     Borrowings (payments) on notes payable, net                 5,000,000       1,810,377
                                                              ------------    ------------
          Net cash provided by financing activities             10,630,142       8,443,359
                                                              ------------    ------------
               Increase (decrease) in cash and
                  cash equivalents                              (1,284,434)        612,897

Cash and cash equivalents:
     Beginning of period                                         1,877,010         406,903
                                                              ------------    ------------
     End of period                                            $    592,576    $  1,019,800
                                                              ============    ============
</TABLE>

- --------

(1) Restated for pooling of interests--See Note 1.
                                                                                
See notes to condensed consolidated financial statements.


                                        5

<PAGE>



                                EFTC CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Presentation

     The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  On March 31, 1998, EFTC Corporation  acquired,  through a
merger, RM Electronics Inc., doing business as Personal Electronics,  (Personal)
in a business combination  accounted for as a pooling of interests.  EFTC issued
1,800,000  shares of common stock in exchange for all of the outstanding  common
stock of Personal.  Accordingly, the Company's consolidated financial statements
have been restated for all periods presented to combine the financial  position,
results of operations,  and cash flows of Personal with those of the Company. In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the  three-month  period  ended  March 31,  1998 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1998. The unaudited  condensed  consolidated  financial  statements
should  be read in  conjunction  with the  financial  statements  and  footnotes
thereto included in the Company's  annual report,  Form 10-K and Form 10-K/A for
the year ended December 31, 1997.

Note 2--Business Combinations

     As discussed on Note 1, on March 31, 1998, the Company merged with Personal
in a business combination accounted for as a pooling of interests.

     Revenue,  net income  (loss)  and pro forma net  income  (loss) of EFTC and
Personal  and the  combined  companies  for the years  ended  December 31 are as
follows:


Year ended December 31:          EFTC Corporation      Personal        Combined
- -----------------------          ----------------      --------        -------- 
1997:
     Revenue                        $113,243,983   $  8,835,134    $122,079,117
     Net income                        3,316,321        104,608       3,420,929
     Pro forma net income              3,316,321         63,811       3,380,132
1996:
     Revenue                          56,880,067      4,030,249      60,910,316
     Net loss                         (1,592,965)       (24,942)     (1,617,907)
     Pro forma net loss               (1,592,965)       (15,215)     (1,608,180)
1995:
     Revenue                          49,220,070      2,359,676      51,579,746
     Net income (loss)                   354,138         (5,060)        349,078
     Pro forma net income (loss)         354,138         (3,085)        351,053

   The  Company  incurred  merger  costs of  $1,048,308,  which were  charged to
operations  in March  1998.  Notes  payable to  shareholders  of Personal in the
amount of $1,397,922 were converted to equity upon consummation of the merger.

                                        6

<PAGE>



Notes 3--Inventories

     The components of inventory consist of the following:


                              March 31,          December 31,
                                1998                1997
                             -----------         -----------
Purchased parts 
   and completed
   subassemblies             $50,184,714         $38,723,546
Work-in-process                8,164,861           6,950,855
Finished Goods                   804,751             392,249
                             -----------         -----------
                             $59,154,326         $46,066,650
                             ===========         ===========



Note 4--Supplemental Disclosure of Cash Flow Information


                                                        March 31,   March 31,
                                                          1998        1997
                                                       ----------   ----------

Cash paid during the period for:

     Interest                                          $  977,670   $  124,963
                                                       ==========   ==========
     Income taxes                                      $  858,695   $        0
                                                       ==========   ==========


Common stock issued in exchange for stock of Current   
                                                                    
Electronics, Inc.                                              --  $5,445,000
                                                       ==========  ==========


Conversion of notes payable to shareholders' equity    $1,397,922         --
                                                       ==========  ==========


                                        7

<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                        THREE MONTHS ENDED MARCH 31, 1998

     This  information  set forth below contains  "forward  looking  statements"
within the  meaning  of the  federal  securities  laws and other  statements  of
expectations,  beliefs,  plans, and similar expressions  concerning matters that
are  not  historical   facts.   These   statements  are  subject  to  risks  and
uncertainties  that could cause actual results to differ  materially  from those
expressed in the statements.

Results of Operations

     Net Sales. The Company's net sales increased by 238.8% to $54.2 million for
the first  quarter of 1998  compared  to $16.0  million in the first  quarter of
1997.  The  increase  in net  sales is due  primarily  to the  inclusion  of the
operations from Current Electronics, Inc. and certain of its affiliates (the "CE
Companies"),  acquired on February 24, 1997 (the "CE Merger"),  the inclusion of
the operations of the Company's Ft. Lauderdale and Arizona facilities,  acquired
from AlliedSignal in August 1997 (the "AlliedSignal Acquisition"), the inclusion
of Circuit  Test,  Inc.  and certain of its  affiliates  (the "CTI  Companies"),
acquired on  September  30, 1997 (the "CTI  Merger"),  the growth in revenues of
Personal and increased orders from existing customers.

     Gross  Profit.  Gross  profit  increased  by 371.4% to $9.9 million for the
quarter  ended March 31, 1998  compared to $2.1 million for the same period last
year. The gross profit margin increased to 18.3% for the quarter ended March 31,
1998 from 13.1% for the quarter  ended  March 31,  1997.  The  increase in gross
profit margin is related to (i) the  operations of the CE Companies,  which have
historically  had a  higher  gross  profit  margin,  (ii)  the  adoption  of the
Company's  Asynchronous Process  Manufacturing  ("APM") methodology in the later
part of 1996 in the Rocky  Mountain  facility  which  has  resulted  in  greater
operating  efficiencies,  and (iii) the operations of the CTI  Companies,  which
have historically had a higher gross profit percentage. In addition, as revenues
have increased,  fixed overhead costs such as labor costs and depreciation  have
been absorbed in costs of goods sold resulting in higher margins.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  ("SGA")  expenses  increased  by 341.7% to $5.3  million for the
first  quarter  ended March 31,  1998,  compared  with $1.2 million for the same
period in 1997. As a percentage of net sales, SGA expense  increased to 9.8% for
the quarter  ended  March 31,  1998 from 7.6% from the  quarter  ended March 31,
1997.  The increase in SGA expenses is primarily  due to the inclusion of the CE
Companies',  the CTI  Companies'  and the Company's Ft.  Lauderdale  and Arizona
facilities' SGA expenses and increased investment in information  technology and
marketing.

     Operating  Income.  Operating  income  increased  to $3.1  million  for the
quarter  ended March 31, 1998 from $0.9 million for the quarter  ended March 31,
1997.  Operating  income as a percentage of net sales  increased to 5.8% for the
quarter  ended March 31, 1998 from 5.4% for the  quarter  ended March 31,  1997.
Excluding  the one-time  merger  costs of $1.0  million in the first  quarter of
1998,  operating  income would have been $4.2 million or 7.7% of net sales.  The
increase in operating  income is attributable to the CE Merger,  the CTI Merger,
the increase in operating income of Personal,  increased efficiencies associated
with APM, and the acquisition and operation of the Ft. Lauderdale facility.


                                        8

<PAGE>



     Interest  Expense.  Interest expense was $0.9 million for the quarter ended
March 31,  1998  compared  to $0.2  million  for the same  period  in 1997.  The
increase  in  interest  is  primarily  the  result  of the  incurrence  of  debt
associated with the CE Merger,  the  AlliedSignal  Asset Purchase in Arizona and
Florida, the CTI Merger, and increased operating debt used to finance the growth
of inventories and receivables.

     Income Tax Expense.  The  effective  income tax rate for the quarter  ended
March 31, 1998 was 55.0%  including pro forma income taxes compared to 37.5% for
the same  period in 1997 due to the  impact of  nondeductible  goodwill  and the
nondeductible portion of the one-time merger costs of approximately  $875,000 in
the first quarter of 1998, which significantly increases the effective tax rate.

Liquidity and Capital Resources

     At March 31, 1998,  working capital totaled $43.5 million compared to $43.6
million at December 31, 1997.

     Cash used in  operations  for the quarter  ended March 31,  1998,  was $2.4
million  compared  to $0.2  million  for  the  same  period  in  1997.  Accounts
receivable increased 13.8% to $28.9 million at March 31, 1998 from $25.4 million
at December 31, 1997. A comparison of receivable  turns (e.g.,  annualized sales
divided by current  accounts  receivable)  for the quarter  ended March 31, 1998
compared  to  December  31,  1997  is 7.5  and  4.8,  respectively.  Inventories
increased  28.4% to $59.2  million  at March 31,  1998  from  $46.1  million  at
December 31, 1997. A comparison  of inventory  turns (i.e.,  annualized  cost of
sales  divided  by current  inventory)  for the  quarter  ended  March 31,  1998
compared to December 31, 1997 shows an increase to 3.0 from 2.2, respectively.

     The Company used cash to purchase capital  equipment  totaling $9.5 million
for the quarter  ended March 31, 1998  compared to $0.6  million for the quarter
ended March 31, 1997.  The increase is primarily  attributable  to  construction
payments for buildings and improvements in the Northwest,  Southwest,  and Rocky
Mountain locations.

    In connection with the CTI Merger and the AlliedSignal  Asset Purchase,  the
Company  entered into a Credit  Agreement,  dated as of September  30, 1997,  as
amended (the "Bank One Loan"), provided by Bank One, Colorado, N.A. The Bank One
Loan initially provided for a $25 million revolving line of credit,  maturing on
September  30, 2000 and a $20 million term Loan  maturing on September 30, 2002.
The Bank One Loan currently  bears interest at a rate based on either the London
Inter-Bank  Offering  Rate  ("LIBOR")  or Bank One prime  rate  plus  applicable
margins ranging from 2.50% to 0.00% for both the term and revolving  facilities.
Borrowings  on the  revolving  facility are subject to  limitation  based on the
value of the  available  collateral.  The Bank  One  Loan is  collateralized  by
substantially all of the Company's assets,  including real estate and all of the
outstanding   capital   stock  and   membership   interests  of  the   Company's
subsidiaries,  whether now owned or later  acquired.  The agreement for the Bank
One  Loan  contains   covenants   restricting   liens,   capital   expenditures,
investments,  borrowings,  payment of dividends,  mergers,  and acquisitions and
sale of assets. In addition, the loan agreement, as amended,  contains financial
covenants  restricting maximum annual capital  expenditures,  recapturing excess
cash flow and requiring  maintenance of the following ratios:  (i) maximum total
debt to EBITDA (as defined in the agreement for the Bank One Loan); (ii) minimum
fixed

                                        9

<PAGE>



charge coverage; (iii) minimum EBITDA to interest; and (iv) minimum tangible net
worth requirement with periodic step-up.

     In  addition  to the Bank One Loan,  the  Company  issued a director of the
Company $15 million in aggregate  principal amount of Subordinated Notes, with a
maturity  date of December 31, 2002 and bearing  interest at LIBOR plus 2.0%, in
order to fund the acquisition of certain assets from  AlliedSignal.  The Company
issued a warrant (the "Warrant") to purchase 500,000 shares of common stock at a
price of $8.00 per share in connection with the Subordinated  Notes. The Warrant
was  exercised in October  1997,  resulting in net proceeds to the Company of $4
million. In December 1997, the Company repaid  approximately $ 10 million of the
Subordinated Notes from the proceeds of additional borrowings under the Bank One
Loan.

     In November 1997, the Company  completed a public offering of approximately
3,500,000 shares of common stock. The Company used the proceeds of such offering
to make a $6.0 million  payment to the previous  owners of the CTI Companies and
to repay  approximately  $32 million of the Bank One Loan. In November 1997, the
Company reborrowed  approximately $20 million of the Bank One Loan that had been
repaid in order to fund increases in inventory and accounts  receivable  related
to  increased  business  associated  with the CE  Merger,  the CTI  Merger,  the
AlliedSignal  Asset  Purchase,  and to repay $10 million in aggregate  principal
amount of the  Subordinated  Notes. In March 1998, the Company issued Bank One a
15-day  note in the  principal  amount of $5  million  (the "Bank One Note") the
proceeds of which were used to make payments to  AlliedSignal in connection with
the AlliedSignal Asset Purchase and for normal operating expenses.  The Bank One
Loan was then amended in April 1998 to increase the revolving  line of credit to
$40 million from $25 million.  The Bank One Note was repaid in April 1998, after
the  amendment to the Bank One Loan was  completed.  As of March 31,  1998,  the
total  outstanding  principal  amount under the Bank One Loan was $44.3 million,
comprised  of a term loan of $19.3  million  and an  outstanding  balance on the
revolving  loan of $25 million.  $15 million  remained  available  for borrowing
under the Bank One Loan.

     The Company may require additional  capital to finance  enhancements to, or
expansions  of, its  manufacturing  capacity  in  accordance  with its  business
strategy. Management believes that the need for working capital will continue to
grow at a rate generally consistent with the growth of the Company's operations.
The Company may seek  additional  funds,  from time to time,  through  public or
private  debt or equity  offerings,  bank  borrowing  or  leasing  arrangements;
however,  no assurance  can be given that  financing  will be available on terms
acceptable to the Company.

     The Company is implementing a new management  information  system (the "MIS
System")  throughout  all of its  facilities,  including  those it has  recently
acquired. The MIS System is designed to be "Year 2000 Compliant." Therefore,  in
the absence of unanticipated  difficulties in implementing  the MIS System,  the
Company does not anticipate that Year 2000 problems will have a material adverse
effect on the Company's operations.  The Company is evaluating the impact of the
Year 2000 issue on vendors with a goal of completion during 1998.



                                       10

<PAGE>



Quarterly Results

     Although  management  does not  believe  that  the  Company's  business  is
affected by seasonal  factors,  the  Company's  sales and earnings may vary from
quarter to quarter,  depending  primarily upon the timing of the customer orders
and product mix.  Therefore,  the Company's operating results for any particular
quarter may not be indicative of the results for any future quarter of the year.

PART II.  OTHER INFORMATION

ITEM 2.     Changes in Securities and Use of Proceeds

     On March  31,  1998,  through  the  merger  of RM  Electronics  Acquisition
Corporation,  a New  Hampshire  corporation  and wholly owned  subsidiary of the
Company  ("RM  Acquisition"),   and  RM  Electronics,   Inc.,  a  New  Hampshire
corporation   doing   business  as   Personal   Electronics,   Inc.   ("Personal
Electronics"),   the  Company  acquired  Personal  Electronics,   which  was  an
independent   provider  of   quick-turn,   small  scale,   high  mix  electronic
manufacturing services to original equipment manufacturers in the greater Boston
area and New  Hampshire.  The  consideration  for the  acquisition  of  Personal
Electronics  consisted of 1,800,000 shares of the Company's Common Stock,  which
were  issued to the former  shareholders  of Personal  Electronics.  The Company
determined that the issuance of such shares was exempt from  registration  under
Section 4(2) of the  Securities Act as a transaction by the issuer not involving
a public offering because the transaction involved the acquisition of a business
from the owners thereof based on private negotiations.


ITEM 6(a)     Exhibits

EXHIBIT
NUMBER
27.1              Financial Data Schedule
27.2              Restated Financial Data Schedules
27.3              Restated Financial Data Schedules
27.4              Restated Financial Data Schedules

ITEM 6(b)    Reports on Form 8-K

     The  Company  did not file any report on Form 8-K  during the three  months
ended March 31, 1998.


                                       11

<PAGE>




     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.



                                  EFTC Corporation
                                   (Registrant)

Date:  May 15, 1998


                                  /s/ Jack Calderon
                                  ----------------------------------------------
                                  Jack Calderon
                                  President and Chief Executive Officer
Date:  May 15, 1998


                                  /s/ Stuart W. Fuhlendorf
                                  ----------------------------------------------
                                  Stuart W. Fuhlendorf
                                  Treasurer and Chief Financial Officer
Date:  May 15, 1998


                                  /s/ Brent L. Hofmeister
                                  -------------------------
                                  Brent L. Hofmeister, CPA
                                  Controller


                                       12

<PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000 
        
<S>                                                         <C>         
<PERIOD-TYPE>                                               3-MOS
<FISCAL-YEAR-END>                                     DEC-31-1998
<PERIOD-END>                                          MAR-31-1998
<CASH>                                                    592,576
<SECURITIES>                                                    0
<RECEIVABLES>                                          29,332,890
<ALLOWANCES>                                              466,000
<INVENTORY>                                            59,154,326
<CURRENT-ASSETS>                                       90,508,242
<PP&E>                                                 43,051,938
<DEPRECIATION>                                         10,205,943
<TOTAL-ASSETS>                                        171,632,562
<CURRENT-LIABILITIES>                                  46,971,363
<BONDS>                                                45,836,227
                                           0
                                                     0
<COMMON>                                                  136,497
<OTHER-SE>                                             77,826,318
<TOTAL-LIABILITY-AND-EQUITY>                          171,632,562
<SALES>                                                54,199,607
<TOTAL-REVENUES>                                       54,199,607
<CGS>                                                  44,296,692
<TOTAL-COSTS>                                          44,296,692
<OTHER-EXPENSES>                                        6,760,276
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                        908,407
<INCOME-PRETAX>                                         2,273,461
<INCOME-TAX>                                            1,251,266
<INCOME-CONTINUING>                                     1,022,195
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                            1,022,195
<EPS-PRIMARY>                                                 .07
<EPS-DILUTED>                                                 .07
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000 
        
<S>                                             <C>            <C>           <C>
<PERIOD-TYPE>                                   12-MOS         9-MOS         6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997   DEC-31-1997   DEC-31-1997
<PERIOD-END>                               DEC-31-1997   SEP-30-1997   JUN-30-1997
<CASH>                                       1,877,010     3,756,457     2,180,993
<SECURITIES>                                         0             0             0
<RECEIVABLES>                               25,886,340    19,917,122     8,110,566
<ALLOWANCES>                                   474,000       194,480       105,000
<INVENTORY>                                 46,066,650    32,803,319    17,908,082
<CURRENT-ASSETS>                            74,609,958    57,490,552    29,708,306
<PP&E>                                      30,314,897    25,129,265    17,581,822
<DEPRECIATION>                               5,957,233     6,815,069     6,678,801
<TOTAL-ASSETS>                             148,824,579   121,126,636    48,701,203
<CURRENT-LIABILITIES>                       30,975,826    54,641,170    17,179,367
<BONDS>                                     41,808,703    33,650,418    10,095,442
                                0             0             0
                                          0             0             0
<COMMON>                                       136,418        78,121        59,374
<OTHER-SE>                                  75,084,946    32,082,663    21,038,537
<TOTAL-LIABILITY-AND-EQUITY>               148,824,579   121,126,636    48,701,203
<SALES>                                    122,079,117    30,482,541    24,617,515
<TOTAL-REVENUES>                           122,079,117    30,482,541    24,617,515
<CGS>                                      102,166,332    25,749,618    20,863,136
<TOTAL-COSTS>                              102,166,332    25,749,618    20,863,136
<OTHER-EXPENSES>                            13,258,178     2,355,441     2,062,217
<LOSS-PROVISION>                                     0             0             0
<INTEREST-EXPENSE>                           2,410,860       540,844       376,644
<INCOME-PRETAX>                              5,539,324     3,019,303     1,346,096
<INCOME-TAX>                                 2,159,192     1,121,971       515,911
<INCOME-CONTINUING>                          3,380,132     1,897,332       830,185
<DISCONTINUED>                                       0             0             0
<EXTRAORDINARY>                                      0             0             0
<CHANGES>                                            0             0             0
<NET-INCOME>                                 3,380,132     1,897,332       830,185
<EPS-PRIMARY>                                      .40           .23           .11
<EPS-DILUTED>                                      .38           .23           .11

<FN>
THIS FINANCIAL DATA SCHEDULE IS RESTATED TO REFLECT THE  RESTATEMENT OF THE
FINANCIAL  STATEMENTS OF EFTC  CORPORATION  AS A RESULT OF A MERGER IN THE FIRST
QUARTER OF 1998 THAT WAS ACCOUNTED FOR AS A POOLING OF INTERESTS.
</FN>
                            

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000 
        
<S>                                             <C>         <C>           <C>
<PERIOD-TYPE>                                   3-MOS       12-MOS        9-MOS
<FISCAL-YEAR-END>                         DEC-31-1997  DEC-31-1996  DEC-31-1996
<PERIOD-END>                              MAR-31-1997  DEC-31-1996  SEP-30-1996
<CASH>                                      1,019,800      406,903      682,701
<SECURITIES>                                        0            0            0
<RECEIVABLES>                               7,413,669    4,480,249    4,010,426
<ALLOWANCES>                                  105,000       20,000       20,000
<INVENTORY>                                14,693,824    9,195,202   10,177,610
<CURRENT-ASSETS>                           24,511,767   15,208,249   16,115,985
<PP&E>                                     16,817,773   12,965,257   13,730,707
<DEPRECIATION>                              6,231,696    4,235,894    4,680,056
<TOTAL-ASSETS>                             43,185,743   24,037,385   25,211,959
<CURRENT-LIABILITIES>                      12,637,842    5,924,250    6,794,420
<BONDS>                                    10,277,624    3,947,085    3,129,096
                               0            0            0
                                         0            0            0
<COMMON>                                       59,281       57,427       39,427
<OTHER-SE>                                 19,891,409   13,792,764   14,914,134
<TOTAL-LIABILITY-AND-EQUITY>               43,185,743   24,037,385   25,211,959
<SALES>                                    16,041,342   60,910,316   14,660,515
<TOTAL-REVENUES>                           16,041,342   60,910,316   14,660,515
<CGS>                                      13,941,282   56,276,756   13,596,628
<TOTAL-COSTS>                              13,941,282   56,276,756   13,596,628
<OTHER-EXPENSES>                            1,236,089    6,642,903    2,558,746
<LOSS-PROVISION>                                    0            0            0
<INTEREST-EXPENSE>                            212,327      575,673      150,491
<INCOME-PRETAX>                               672,473   (2,484,568)  (1,640,222)
<INCOME-TAX>                                  252,487     (876,388)    (547,912)
<INCOME-CONTINUING>                           419,986   (1,608,180)  (1,092,310)
<DISCONTINUED>                                      0            0            0
<EXTRAORDINARY>                                     0            0            0
<CHANGES>                                           0            0            0
<NET-INCOME>                                  419,986   (1,608,180)  (1,092,310)
<EPS-PRIMARY>                                     .06         (.28)        (.19)
<EPS-DILUTED>                                     .06         (.28)        (.19)

<FN>
THIS FINANCIAL DATA SCHEDULE IS RESTATED TO REFLECT THE  RESTATEMENT OF THE
FINANCIAL  STATEMENTS OF EFTC  CORPORATION  AS A RESULT OF A MERGER IN THE FIRST
QUARTER OF 1998 THAT WAS ACCOUNTED FOR AS A POOLING OF INTERESTS.
</FN>
                               

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000 
        
<S>                                              <C>          <C> 
<PERIOD-TYPE>                                    6-MOS        3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996  DEC-31-1996
<PERIOD-END>                               JUN-30-1996  MAR-31-1996
<CASH>                                        305,002      357,558
<SECURITIES>                                        0            0
<RECEIVABLES>                               7,760,356    5,371,148
<ALLOWANCES>                                   20,000       20,000
<INVENTORY>                                10,846,719   11,617,065
<CURRENT-ASSETS>                           19,512,892   17,875,092
<PP&E>                                     14,213,783   13,837,818
<DEPRECIATION>                              4,794,995    4,472,686
<TOTAL-ASSETS>                             29,123,539   27,410,028
<CURRENT-LIABILITIES>                       9,650,705    7,851,781
<BONDS>                                     3,263,617    3,587,786
                               0            0
                                         0            0
<COMMON>                                       39,427       39,409
<OTHER-SE>                                 15,816,558   15,586,484
<TOTAL-LIABILITY-AND-EQUITY>               29,123,539   27,410,028
<SALES>                                    17,047,606   15,876,123
<TOTAL-REVENUES>                           17,047,606   15,876,123
<CGS>                                      15,842,942   14,835,911
<TOTAL-COSTS>                              15,842,942   14,835,911
<OTHER-EXPENSES>                              939,490      904,476
<LOSS-PROVISION>                                    0            0
<INTEREST-EXPENSE>                            161,018      113,408
<INCOME-PRETAX>                               130,211       17,757
<INCOME-TAX>                                   55,578        2,707
<INCOME-CONTINUING>                            74,633       15,050
<DISCONTINUED>                                      0            0
<EXTRAORDINARY>                                     0            0
<CHANGES>                                           0            0
<NET-INCOME>                                   74,633       15,050
<EPS-PRIMARY>                                     .01          .00
<EPS-DILUTED>                                     .01          .00

<FN>
THIS FINANCIAL DATA SCHEDULE IS RESTATED TO REFLECT THE  RESTATEMENT OF THE
FINANCIAL  STATEMENTS OF EFTC  CORPORATION  AS A RESULT OF A MERGER IN THE FIRST
QUARTER OF 1998 THAT WAS ACCOUNTED FOR AS A POOLING OF INTERESTS.
</FN>
        

</TABLE>


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