-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8uuSiDNzX7qwmnTAlmXMc1bTFUFElcBG3aEa5aUbIV7HmgKz1LdQIa/f4Ug0GWp iFFjnWr9yQaxGqbcEotd1g== 0000899733-97-000097.txt : 19971114 0000899733-97-000097.hdr.sgml : 19971114 ACCESSION NUMBER: 0000899733-97-000097 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19971112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-23332 FILM NUMBER: 97714245 BUSINESS ADDRESS: STREET 1: 7251 WEST 4TH ST CITY: GREELEY STATE: CO ZIP: 80634-9763 BUSINESS PHONE: 3033533100 10-Q/A 1 3/31/97 10Q AMENDMENT U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q\A (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, 1997 [ ] 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 (I.R.S. Employer incorporation or organization) Identification No.) 9351 Grant Street Denver, Colorado 80229 (Address of principal executive offices) (303) 451-8200 (Issuer's telephone number) Electronic Fab Technology Corp. 7251 West 4th Street Greeley, Colorado 80634-9763 (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. YES X NO State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class of Common Stock Outstanding at May 6, 1997 Common Stock, par value $0.01 5,937,060 shares INTRODUCTION EFTC Corporation, (the "Company") hereby amends its Quarterly Report on Form 10-Q for the three months ended March 31, 1997, by deleting its response to Part I, Item 2, contained in its original filing and replacing such section with the following: PART I. FINANCIAL INFORMATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THREE MONTHS ENDED MARCH 31, 1997 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. Net sales are net of discounts and are recognized upon shipment to a customer. The Company's net sales decreased by 6.4% to $14,036,876 for the first quarter of fiscal 1997, from $15,002,959 during the same period in fiscal 1996. The decrease in net sales is due primarily to the loss of three customers in 1996 which were not totally backfilled with new sales or sales from existing customer's new programs in the first quarter of 1997. The effect of the loss of these three customers was lessened by the acquisition of the CE Companies on February 24,1997, which contributed sales from the day of the acquisition to the end of the quarter. Gross profit. Gross profit equals net sales less cost of goods sold (such as salaries, leasing costs, and depreciation charges related to production operations); and non-direct, variable manufacturing costs (such as supplies and employee benefits). In the first quarter of fiscal 1997 gross profit increased 151.3% to $1,507,565 compared to $599,822 for the same period in 1996. The gross profit margin for the first quarter of fiscal 1997 was 10.7% compared to 4.1% for the same period of fiscal 1996. The primary reason for the increase in gross profit is the adoption of the Asynchronous Process Manufacturing (APM) in the later part of 1996. APM standardizes processes and sets them up in a parallel pattern on the manufacturing floor. Product can flow to any process, i.e., any board to any line. This unique arrangement combined with proprietary information technologies allows for the manufacture of high-mix product in a high speed mode. The key to making APM work is to increase throughput by decreasing setup time, standardizing work centers and processing smaller lot sizes. EFTC has done this by designating teams to set up off-line feeders and standardizing loading methods regardless of product complexity. APM has allowed EFTC to increase productivity by producing product with less people which ultimately reduces costs and increases gross profit. The Company also realized improvements in gross profit from the acquisition of the CE Companies which contributed to the increase by including their operations from the closing date of the merger and acquisition (February 24, 1997) to the end of the quarter. Selling, General and Administrative Expenses. Selling, general and administrative expenses (SGA expense) consist primarily of non-manufacturing salaries, sales commissions, and other general expenses. SGA expense increased by 35.9% to $1,102,975 in the first quarter of 1997, compared with $811,620 a year earlier. As a percentage of net sales SGA expenses increased from 5.4% of net sales in the first quarter of fiscal 1996 to 7.9% of net sales in fiscal 1997. The primary reason for the increase in SGA expense is the inclusion of the CE Companies SGA expenses from February 24, 1997 to March 31, 1997. Operating income. Operating income for the first quarter of fiscal 1997 increased to $381,782 from a loss of $211,798 for the first quarter of fiscal 1996. Operating income as a percentage of net sales increased to 2.71% in the first quarter of fiscal 1997 from (1.4%) in the same period last year. The increase in operating income is attributable to increased efficiencies associated with APM and the acquisition of the CE Companies as explained above. Interest expense. Interest expense for the first quarter of 1997 was $185,355 compared to $95,526 for the same period in fiscal 1996. The increase in interest is primarily the result of the acquisition debt associated with the merger and acquisition of the CE Companies and increased operating debt used to finance both inventories and receivables for EFTC and the CE Companies in the first quarter of 1997. Income tax expense. The estimate of the Company's effective income tax rate for the first quarter of fiscal 1997 and 1996 was 34.4% and 40.3% respectively. This percentage fluctuates substantially because relatively small dollar amounts tend to move the rate significantly as estimates change. The Company expects that the rate will normalize in future quarters and be around the 37% range. LIQUIDITY AND CAPITAL RESOURCES During the first quarter of fiscal 1997 cash used in operations was $626,051 compared to cash used in operations of $1,987,511 in the same period last year. As of March 31, 1997, working capital totaled $10,605,830 compared to $8,508,489 at December 31, 1996. The increase is attributable to the inclusion of the acquisition of the CE Companies that occurred on February 24, 1997. Accounts receivable increased 64.5% to $6,359,773 at March 31, 1997 from $3,866,991 at March 31, 1996. A comparison of receivable turns (i.e. annualized sales divided by current accounts receivable) for the first quarter of fiscal 1997 and the first quarter of fiscal 1996 is 8.8 and 15.5 turns, respectively. The 1997 receivable turn is distorted because the sales for the first quarter includes only one month and four days of the CE Companies revenues. Based on historical annual revenues of the CE Companies and EFTC combined, the receivable turns for the first quarter of fiscal 1997 would be 14.1 times. Inventories increased 60.1% to $14,645,127 at March 31, 1997 from $9,146,505 at March 31,1996. A comparison of inventory turns (i.e. annualized cost of sales divided by current inventory) for the first quarter of fiscal 1997 and 1996 shows a decrease to 3.4 from 6.3, respectively. The 1997 inventory turn is distorted because the cost of sales for the first quarter includes only one month and four days of the CE Companies costs. Based on historical annual cost of sales of the CE Companies and EFTC combined, the inventory turns would be 5.5 times. The Company used cash to purchase capital equipment totaling $547,858 in the first quarter of 1997, compared with $708,100 in the same period last year. The Company also used cash to purchase the CE Companies, as explained earlier in the amount of $7,279,601. Proceeds from long-term borrowings of $6,700,000 were used to help fund the purchase of the CE Companies. On February 24, 1997, the Company renegotiated its revolving line of credit, negotiated a 90 day bridge loan and incurred additional equipment debt in conjunction with the merger and acquisition of the CE Companies. The revolving line of credit was increased to $15,000,000 and has a maturity date of June 5, 1998. Interest on this credit facility accrues at the Bank One Prime rate plus .25% (8.5% on March 31, 1997). The credit facility is collateralized by substantially all of the Company's assets, other than real estate. The loan agreement from this facility contains restrictive covenants relating to capital expenditures, borrowings and payment of dividends, and certain financial statement ratios. The credit facility may be withdrawn/canceled at the banks option under certain conditions such as default or in the event the Company experiences a material negative change in financial condition. The short term bridge facility was for $4,900,000 and has a maturity date of May 24, 1997. The interest rate accrues at the Bank One Prime rate plus .25% (8.5% on March 31, 1997). The proceeds from this loan were used to pay the cash portion of the consideration to be paid in the merger and acquisition noted above. The Company has engaged in discussions for issuance of convertible debt or preferred stock, the proceeds of which would be used to repay the bridge facility. The bridge facility was conditioned on the Company's receipt of a third party commitment for the purchase of the convertible debt or preferred stock which has been obtained. The Company also issued a $1,800,000 five year note with a maturity date of April 5,2002. The interest rate will be 8.95% per annum. The Company will pay this loan in 60 regular monthly payments of $36,983 and one final payment of $41,983. These payments include both principal and interest. The proceeds of this loan were used to pay off equipment debt of the CE Companies as per the merger agreement. The Company has committed to construct a new manufacturing facility in Oregon to replace the present location in Oregon at an approximate cost of $5,000,000. The Company is currently negotiating the financing on this new facility and expects to start construction in late May or early June of 1997. 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. Although no assurance can be given that financing will be available on terms acceptable to the Company, the Company may seek additional funds, from time to time, through public or private debt or equity offerings, bank borrowing, or leasing arrangements. 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 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. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EFTC CORPORATION (Registrant) Date: November 12, 1997 \s\ Brent Hoffmeister ------------------------ Brent Hoffmeister, Controller (Chief Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----