-----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, BSVrG3gFiwh5PjlUC0WBUvP+IFk9xNTCYotIMdvh1XI761T+wspsBcmGC2hYXacL prxPR/vmvCw1YuyOBIdDwA== 0000899733-00-000023.txt : 20000404 0000899733-00-000023.hdr.sgml : 20000404 ACCESSION NUMBER: 0000899733-00-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000330 ITEM INFORMATION: FILED AS OF DATE: 20000403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFTC 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23332 FILM NUMBER: 591953 BUSINESS ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 BUSINESS PHONE: 3034518200 MAIL ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP DATE OF NAME CHANGE: 19940103 8-K 1 03/30/00 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 March 30, 2000 (Date of earliest event reported) EFTC CORPORATION (Exact name of registrant as specified in its charter) Commission file number: 0-23332 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 (Registrant's telephone number, including area code) Item 5. Other Events. On March 30, 2000, the registrant issued the three press releases attached as exhibits hereto. A more detailed estimate of 1999 financial results is attached as a fourth exhibit. Item 7. Financial Statements and Exhibits c. Exhibits Exhibit No. Description 99.1 Refinancing Release 99.2 Earnings Release 99.3 Officer Resignation Release 99.4 1999 Unaudited Financial Results 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, hereunto duly authorized. Date: March 30, 2000 EFTC Corporation By: /s/ James A. Doran - ---------------------------- Vice President EX-99.1 2 REFINANCING RELEASE For Immediate Release EFTC REPORTS RECAPITALIZATION AND REFINANCING DENVER, CO--March 30, 2000--EFTC Corporation (NASDAQ: EFTC), a leading provider of high mix electronic manufacturing services, reported that it has entered into an agreement for a public Recapitalization of EFTC by Thayer Equity Investors IV, L. P. (Thayer) and BLUM Capital Partners, L. P. (BLUM). Under the recapitalization, Thayer and BLUM will invest a total of $54 million in Senior Subordinated Exchangeable Notes and warrants, and will subsequently undertake a tender offer of up to 8,250,000 but not less than 500,000 shares of the outstanding common stock of EFTC at a price of $4.00 per share. The Company has also entered into a new revolving credit agreement with Bank of America, N.A that provides for a $45 million revolving line of credit with a maturity date of March 2003. The Exchangeable Notes initially provide for a paid in kind (PIK) interest rate of 15%. In addition, warrants to purchase approximately 3,100,000 shares of EFTC's common stock will be issued at an exercise price of $.01 per share. The Company's shareholders will be required to approve certain aspects of the transactions, as required by the rules applicable to NASDAQ National Market issuers. The warrants will not become exercisable and will expire, unless shareholder approval is not received or the tender offer is not consummated. Additionally, the Exchangeable Notes will be replaced with Senior Subordinated Convertible Notes (Convertible Notes) upon receipt of shareholders approval and consummation of the tender offer. The Convertible Notes will provide for interest at 8.875% payable in additional Convertible Notes. The Convertible Notes will be convertible into EFTC common stock at $2.60 per share, which may be subject to adjustment, and conversion will occur upon the election of the holders or if EFTC's common stock trades above $7.50 per share for 45 consecutive trading days. Commencing on the third anniversary of the closing date, the Convertible Notes will automatically convert if EFTC's common stock trades above $4.25 for 45 consecutive trading days. If shareholder approval does not occur or the tender offer is not consummated, the Warrants will remain in place and the interest rate on PIK Exchangeable Notes will be increased to 20% with a maturity date of June 2006. Thayer and BLUM will be entitled to designate two directors upon closing of its initial investment. Upon shareholder approval and consummation of the tender offer, Thayer and BLUM will be entitled to a majority of directorships. EFTC, a provider of high-mix electronic services, is headquartered in Denver, Colorado and employs over 1,500 people nationwide. EFTC provides its services primarily to OEM customers in the avionics, medical, instrumentation, and communications industries. Thayer Capital Partners is a private equity investment firm based in Washington, DC. Thayer manages two private equity funds with more than $1.2 billion under management. The firm focuses on buyouts and growth equity investments in four primary industries: information technology and services, electronics and outsourced manufacturing, travel and leisure services, and outsourced business services. BLUM Capital Partners is a San Francisco based private equity and strategic block investment firm, which manages in excess of $3 billion in capital both domestically and internationally. BLUM has invested in a wide variety of businesses and has been successful initiating value-enhancing strategies, including going-private transactions, equity infusions to either restructure a balance sheet or provide growth capital, share repurchases, acquisition programs, and business unit divestitures. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, THAYER AND BLUM WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND EFTC WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL, AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCK HOLDERS OF EFTC AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER TO THE TRANSMITTAL, AND THE OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NOT CHARGE AT THE COMMISSION'S WEBSITE AT www.sec.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. Certain of the statements contained in this press release, are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include any assumptions that shareholders will approve the transaction and that the tender offer will be consummated. Factors that could cause actual results to differ materially include the following: business conditions and growth in the Company's industry and in the general economy; competitive factors; risks that orders may be subject to cancellation; risks due to shifts in market demand; risks inherent with predicting revenue and earnings outcomes; uncertainties involved in implementing improvements in the manufacturing process; uncertainties regarding potential tax refunds, uncertainties regarding application of accounting principles; the ability of the Company to complete acquisitions; and the risk factors listed from time to time in the Company's reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements. EX-99.2 3 EARNINGS RELEASE For Immediate Release EFTC REPORTS FOURTH QUARTER AND YEAR-END RESULTS DENVER, CO--March 30, 2000--EFTC Corporation (NASDAQ: EFTC), a leading provider of high-mix electronic manufacturing services, reported sales and earnings results for the fourth quarter and year ended December 31, 1999.
Summary of Financial Results (Including restructuring and one-time charges) Quarter Ended December 31, Year Ended December 31, -------------------------- ----------------------- 1999 1998 1999 1998 ---- ---- ---- ---- Revenue * $62,414 $ 58,447 $221,864 $226,780 Operating loss (13,702) (11,844) (37,926) (2,793) Net loss (20,106) (7,857) (67,557) (4,178) Net loss per share (basic and diluted) $ (1.29) $ (.51) $ (4.35) $ (.31)
* Includes revenue of $9,588 from the Services division in Q4 of 1998, and $22,436 and $40,726 for the years ended December 31, 1999 and 1998, respectively. The Services Division was sold in September 1999.
Balance Sheet Summary (in Thousands) December 31, 1999 1998 ---- ---- Trade receivables, net $ 26,094 $ 34,123 Inventories, net 69,227 60,759 Other current assets 5,617 8,248 Property, plant and equipment, net 23,577 38,619 Goodwill and other assets 12,555 48,917 -------------- -------------- Total assets $ 137,070 $ 190,666 ============== ============== Bank debt and notes payable $ 42,994 $ 54,983 Accounts payable and other liabilities 66,652 40,703 Shareholders' equity 27,424 94,980 -------------- -------------- Total liabilities and shareholders' equity $ 137,070 $ 190,666 ============== ==============
EFTC's revenue of $62 million for the fourth quarter of 1999 compares with $58 million reported in the fourth quarter of 1998, a 7% increase. After excluding the Services division (which was sold in September 1999) from Q4 1998 results, fourth quarter 1999 revenue increased 28% from $49 million in the fourth quarter of 1998. Sequentially, fourth quarter revenue increased 34% from the $46 million reported in the third quarter of 1999 (after adjusting for the sale of the Services division). Annual revenue for 1999 decreased 2% from $227 million reported in 1998 to $222 million this year. Excluding the Service's division revenue for both 1998 and 1999, annual revenue increased 7% from $186 million to $199 million. The operating loss of $13.7 million for the fourth quarter of 1999 compares to an operating loss of $11.8 million for the same period last year. During the fourth quarter of 1999, EFTC recognized a charge of $4.2 million for a valuation allowance related to deferred tax assets, and a charge of $1.0 million related to the amortization of debt issuance costs due to a fourth quarter amendment to its credit agreement. During the fourth quarter of 1999, EFTC also incurred other charges totaling $11.8 million primarily for inventory and receivable reserves and other charges related to the resolution of issues with Honeywell International, Inc., including issues related to the closure of the Ft. Lauderdale division and the sale of the Tucson division. During the fourth quarter of 1998, EFTC recognized a $13.8 million charge associated with closing the Company's Rocky Mountain facility in Greeley, Colorado. Since the fourth quarter of 1998, EFTC has taken several significant actions intended to improve its future profitability including plant consolidations, asset sales, significant new business with Honeywell, and the implementation of its Oracle ERP system at all manufacturing locations. "While 1999 was a difficult year; our organization is committed to realizing our vision as the undisputed leader in high mix electronics manufacturing services," said Jack Calderon, EFTC's chief executive officer. "We continue to create a platform that will be a best in class solution for OEMs with high mix needs. As our processes, tools, and systems mature, we expect EFTC will improve performance and gain a competitive advantage in our targeted market," he added. EFTC, a provider of high-mix electronic services, is headquartered in Denver, Colorado and employs over 1,500 people nationwide. EFTC provides its services primarily to OEM customers in the avionics, medical, instrumentation, and communications industries. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. Certain of the statements contained in this press release, are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include any assumptions that several significant actions taken will improve EFTC's future profitability, including plant consolidations, asset sales, significant new business, and completing the implementation of its Oracle ERP system to all manufacturing locations. Such forward-looking statements also include expectations that the platform being created will be the best in class solution for OEMs with high mix needs and that our processes, tools, and systems, once mature, will gain EFTC a competitive advantage and improve our financial results. Factors that could cause actual results to differ materially include the following: business conditions and growth in the Company's industry and in the general economy; competitive factors; risks that orders may be subject to cancellation; risks due to shifts in market demand; risks inherent with predicting revenue and earnings outcomes; uncertainties involved in implementing improvements in the manufacturing process; uncertainties regarding potential tax refunds, uncertainties regarding application of accounting principles; and the risk factors listed from time to time in the Company's reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements. EX-99.3 4 OFFICER RESIGNATION RELEASE For Immediate Release - EFTC Announces Resignation of Chief Financial Officer DENVER, CO--March 30, 2000--EFTC Corporation (NASDAQ: EFTC), a leading provider of high-mix electronic manufacturing services, announced the resignation of Stuart Fuhlendorf, the company's Chief Financial Officer. In addition, Mr. Fuhlendorf has resigned from EFTC's Board of Directors. Mr. Fuhlendorf has accepted the position of Senior Vice President and Chief Financial Officer of Metawave Communications Corporation, headquartered in Redmond, WA. EFTC will be conducting a search for a new chief financial officer. "Stu has been a valuable asset to the EFTC management team," said Jack Calderon, EFTC's Chairman and Chief Executive Officer. "During his 8 year tenure at EFTC, Stu played a critical role in the Company's growth and evolution. We wish him every success in his new endeavor and will sincerely miss him." EFTC, a provider of high mix electronic manufacturing services, is headquartered in Denver, Colorado and employs approximately 1,500 people nationwide. EFTC provides its services to OEM customers in the aerospace/avionics, medical, instrumentation, and communications industries. EX-99.4 5 1999 UNAUDITED FINANCIAL RESULTS EFTC CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 1999 and 1998 (Dollars in Thousands, Except Per Share Amounts) ASSETS ------ 1999 1998 ---- ---- Current Assets: Cash and equivalents $ 716 $ 623 Trade receivables, net of allowance for doubtful accounts of $3,689 and $1,322, respectively 26,094 34,123 Inventories, net 66,108 60,759 Income taxes receivable 2,106 125 Deferred income taxes - 5,259 Prepaid expenses and other 2,795 2,241 ------ ------- Total Current Assets 97,819 103,130 ------ ------- Property, Plant and Equipment, at cost: Leasehold improvements 2,797 1,589 Buildings and improvements 1,172 17,143 Manufacturing machinery and equipment 16,496 17,435 Furniture, computer equipment and software 12,726 9,411 ------ ------- Total 33,191 45,578 Less accumulated depreciation and amortization (9,614) (6,959) ------ ------- Net Property, Plant and Equipment 23,577 38,619 ------ ------- Intangible and Other Assets: Goodwill, net of accumulated amortization of $758 and $2,111, repectively 7,264 44,848 Intellectual property, net of accumulated amortization of $699 and $233, repectively 4,289 2,861 Debt issuance costs, net of accumulated amortization of $97 and $241, respectively 460 986 Deposits and other 3,661 222 ------ ------- Total Intangible and Other Assets 15,674 48,917 ------ ------- $ 137,070 $ 190,666 =============== ================= EFTC CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS, Continued December 31, 1999 and 1998 (Dollars in Thousands, Except Per Share Amounts) LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ 1999 1998 ----- ---- Current Liabilities: Current maturities of long-term debt: Related parties $ 5,018 $ 225 Banks - 3,890 Accounts payable 46,985 27,272 Accrued compensation and benefits 4,993 2,980 Deposit on inventory finance arrangement - 5,600 Other accrued liabilities 8,536 4,127 ------ ------- Total Current Liabilities 65,532 44,094 Long-term Liabilities: Long-term debt, net of current maturities: Related parties 4,792 15,098 Banks 33,184 35,770 Deferred income taxes - 725 Other 6,138 - ------ ------- Total Liabilities 109,646 95,687 ------- ------- Commitments and Contingencies (Notes 8, 9 and 11) 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 and outstanding 15,543,000 shares 155 155 Additional paid-in capital 91,992 91,990 Retained earnings (deficit) (64,723) 2,834 ------ ------- Total Shareholders' Equity 27,424 94,979 ------ ------- $ 137,070 $ 190,666 =============== =================
EFTC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 1999, 1998 and 1997 (Dollars In Thousands, Except Per Share Amounts) 1999 1998 1997 ---- ---- ---- Net Sales $ 221,864 $ 226,780 $ 122,079 --------- --------- --------- Cost of Goods Sold 223,951 200,581 102,166 Gross profit (loss) (2,087) 26,199 19,913 Operating Costs and Expenses: Selling, general and administrative expenses 31,884 23,038 12,711 Impairment of property, plant and equipment 2,822 3,342 - Goodwill amortization 1,133 1,564 547 Merger costs - 1,048 - --------- --------- --------- Total operating costs and expenses 35,839 28,992 13,258 --------- --------- --------- Operating income (loss) (37,926) (2,793) 6,655 Other Income (Expense): Interest expense (6,516) (4,312) (2,411) Loss on sale of division (20,565) - - Gain (loss) on sale of property, plant and equipment (315) 400 1,156 Other, net (55) (104) 139 --------- --------- --------- Income (loss) before income taxes (65,377) (6,809) 5,539 Income Tax Benefit (Expense) (2,180) 2,631 (2,118) --------- --------- --------- Net income (loss) $ (67,557) $ (4,178) $ 3,421 ================= ================= ================= Pro Forma Information (Unaudited): Historical Net Income (Loss) $ (67,557) $ (4,178) $ 3,421 Pro Forma Adjustment to Income Taxes - (317) (41) --------- --------- --------- Pro Forma Net Income (Loss) $ (67,557) $ (4,495) $ 3,380 ================= ================= ================= Pro Forma Income (Loss) Per Share: Basic $ (4.35) $ (0.31) $ 0.40 ================= ================= ================= Diluted $ (4.35) $ (0.31) $ 0.38 ================= ================= ================= Weighted Average Shares Outstanding: Basic 15,543,000 14,730,000 8,502,000 ================= ================= ================= Diluted 15,543,000 14,730,000 8,955,000 ================= ================= =================
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