-----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, Uqcwn2nMD1H+G4TinpeTb8rEUwnd9E85awUPl5K2Ih/h9nvVluleAGoV/H+UvQJT DXCm1uu5b4l5PXiCOL6xpg== 0001200876-03-000075.txt : 20031114 0001200876-03-000075.hdr.sgml : 20031114 20031114162729 ACCESSION NUMBER: 0001200876-03-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031112 ITEM INFORMATION: Other events FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPTRON ELECTRONICS INC CENTRAL INDEX KEY: 0000918765 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 382081116 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23426 FILM NUMBER: 031005074 BUSINESS ADDRESS: STREET 1: 13700 REPTRON BLVD CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 8138542351 MAIL ADDRESS: STREET 1: 13700 REPTRON BLVD CITY: TAMPA STATE: FL ZIP: 33626 8-K 1 pret8kcall.htm 8K UNITED STATES

 

UNITED STATES

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

 

Date of report (Date of earliest event reported):     November 12, 2003

 


 

REPTRON ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Florida

(State or Other Jurisdiction of Incorporation)

 

000-23426   38-2081116
(Commission File Number)   (IRS Employer Identification No.)

 

13700 Reptron Boulevard, Tampa, Florida   33626
(Address of principal executive offices)   (Zip Code)

 

(813) 891-4058

(Registrant's Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 


 


 

 

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

 

          (c)   Exhibits.

 

99.1   Press Release, dated November 12, 2003.

99.2    Transcript of the conference call held on November 12, 2003.

 

ITEM 12.   Results of Operations and Financial Conditions 

 

On November 12, 2003, Reptron Electronics, Inc. (the "Company") issued a press release announcing its earnings for the quarter ended September 30, 2003.  The press release is attached hereto as Exhibit 99.1.  On November 12, 2003, the Company held a conference call to discuss its earnings for the quarter ended September 30, 2003.  A transcript of the conference call is attached hereto as Exhibit 99.2. 

 

 


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 hereunto duly authorized.

 

 

 

           

REPTRON ELECTRONICS, INC.

 

(Registrant)

 

Date: November  14, 2003       By:  

         /s/Paul J. Plante


               

            Paul J. Plante

            President, Chief Operating Officer and

            Principal Accounting Officer

                 

 

 


EXHIBIT INDEX

 

Exhibit No.    Document Description
 

99.1

   Press Release, dated November 12, 2003.
     

99.2

   Transcript from November 12, 2003 Conference Call.
     
EX-1 3 reptpres111203.htm PRESS Press Release
  EXHIBIT 99.1

Reptron Electronics, Inc. Announces Third Quarter and Nine-Month Results
Wednesday November 12, 8:02 am ET

 

TAMPA, Fla., Nov. 12 /PRNewswire-FirstCall/ -- Reptron Electronics, Inc. (OTC Bulletin Board: REPT - News), an electronics manufacturing services company, today reported financial results for its third quarter and nine month period ended September 30, 2003. As previously reported, Reptron sold certain identified assets of its electronic components distribution division on June 13, 2003. Additionally, the Company sold certain assets of its memory module division on October 27, 2003. The 2003 results have been adjusted to reflect the results of the remaining operations while segregating and summarizing the electronic components distribution and memory module divisions as discontinued operations, in accordance with current accounting pronouncements.

Reptron recorded third quarter 2003 net sales from continuing operations of $39.0 million, a 15% decrease from the same period a year ago. The Company incurred a third quarter 2003 loss from continuing operations totaling $845,000, or $0.13 per fully diluted share, compared to a $2.1 million net loss from continuing operations, $0.33 per fully diluted share, in the same period a year ago. Reptron generated $6.3 million in cash from operations in the third quarter, 2003 which was used primarily to further reduce debt.

For the nine months ended September 30, 2003, net sales from continuing operations totaled $113.2 million, a 9% decrease from the same period a year ago. The Company recorded a $3.7 million net loss from continuing operations during the first nine months of 2003, or $0.58 per fully diluted share, compared to a net loss from continuing operations of $10.1 million, or $1.58 per fully diluted share, in the same period last year. Reptron also incurred a net loss from discontinued operations totaling $22.0 million, or $3.42 per fully diluted share, during the first nine months of 2003 compared to a net loss from discontinued operations of $6.4 million, or $1.00 per fully diluted share in the same period in 2002.

The 2003 loss from discontinued operations includes charges associated with impairment of long lived assets and increases in reserves for assets held for sale. Non-cash charges included in the 2003 loss from discontinued operations totaled $16.1 million. Reptron has generated $17.6 million in cash from operations during the first nine months of 2003.

As of September 30, 2003, Reptron owed $76.3 million under its 6 3/4% Convertible Subordinated Notes due in August, 2004 ("Notes"). Reptron previously announced it has reached an agreement to restructure these Notes and on October 28, 2003, the Company filed a voluntary, pre-negotiated Chapter 11 petition to facilitate the completion of this debt restructure. The negotiated terms include no further payment of interest expense on the current Notes. Interest expense associated with this debt totaling approximately $1.3 million has been accrued and is included in the third quarter, 2003 net loss from continuing operations, and approximately $3.9 million of interest expense from this debt is included in the nine month, 2003 net loss from continuing operations. Current accounting pronouncements required the accrual of this interest during the first nine months of 2003 despite the fact that the negotiated terms of the debt restructure include no further interest payments on the current Notes.

Paul Plante, Reptron's President and Chief Operating Officer commented, "We continue to make significant progress in deploying our plan designed to improve our operating performance and strengthen our balance sheet. The sale of our distribution and memory module divisions this year were important as these divisions accounted for over 85% of the Company's 2002 operating losses. The sale proceeds have been used to pay down over 75% of our working capital line of credit."

Plante continued, "Restructuring our Convertible Notes is the last significant piece of our plan to be completed. We recently filed a voluntary, pre-negotiated Chapter 11 petition to facilitate this restructure. We chose the Chapter 11 process as we believe it provides the quickest and most certain method to implement the restructured terms already supported by the holders of majority of the principal balance outstanding on the Notes. Once the restructure is completed, Reptron expects it will have eliminated over $70 million of debt since the beginning of 2003 and be positioned to take advantage of growth opportunities. We believe confirmation of the Company's plan of reorganization can be completed within 90 to 120 days."

                          REPTRON ELECTRONICS, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share data)

                                                       Three months ended
                                                         September 30,
                                                      2003           2002

    Net sales                                        $38,963        $45,883

    Cost of sales                                     33,713         40,294

    Gross profit                                       5,250          5,589

    Selling, general and administrative expenses(A)    4,544          5,940
        Operating income (loss)                          706           (351)

    Interest expense, net(B)                           1,551          1,769
        Loss from continuing operations before
         income taxes                                   (845)        (2,120)

    Income tax provision (benefit)                         -              -

        Loss from continuing operations                 (845)        (2,120)

    Discontinued operations
      Loss from operations of discontinued divisions  (3,229)        (2,301)
      Income tax benefit                                   -              -
        Loss on discontinued operations               (3,229)        (2,301)

        Net loss                                     $(4,074)       $(4,421)


    Net loss from continuing operations
     per common share - diluted                       $(0.13)        $(0.33)
    Net loss from discontinued operations
     per common share - diluted                       $(0.50)        $(0.36)

        Net loss per common share - diluted           $(0.63)        $(0.69)

    Weighted average common shares outstanding -
     diluted                                       6,417,196      6,417,196

    (A) Includes all common or shared expenses which cannot be properly
        charged directly to any specific operating division.  No allocation
        has been made to the discontinued operations.  Management believes
        these common expenses will decrease upon completion of the sales of
        the discontinued operations.

    (B) Includes $1.3 million of interest accrued but unpaid on the Company's
        Convertible Notes.  The Company filed a voluntary, pre-negotiated
        Chapter 11 petition on October 28, 2003 to facilitate a restructure
        of these notes.


                          REPTRON ELECTRONICS, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share data)

                                                       Nine months ended
                                                         September 30,
                                                      2003           2002

    Net sales                                       $113,168       $124,663

    Cost of sales                                     98,165        112,092

    Gross profit                                      15,003         12,571

    Selling, general and administrative expenses(A)   14,012         17,918
        Operating income (loss)                          991         (5,347)

    Interest expense, net(B)                           4,733          4,792
        Loss from continuing operations
         before income taxes                          (3,742)       (10,139)

    Income tax provision (benefit)                         -              -

        Loss from continuing operations               (3,742)       (10,139)

    Discontinued operations
      Loss from operations of
       discontinued divisions(C)                     (21,962)        (6,425)
      Income tax benefit                                   -              -
        Loss on discontinued operations              (21,962)        (6,425)

        Net loss                                    $(25,704)      $(16,564)

    Net loss from continuing operations
     per common share - diluted                       $(0.58)        $(1.58)
    Net loss from discontinued operations
     per common share - diluted                       $(3.42)        $(1.00)

        Net loss per common share - diluted           $(4.00)        $(2.58)

    Weighted average common shares outstanding -
     diluted                                       6,417,196      6,417,196

    (A) Includes all common or shared expenses which cannot be properly
        charged directly to any specific operating division.  No allocation
        has been made to the discontinued operations.  Management believes
        these common expenses will decrease upon completion of the sales of
        the discontinued operations.

    (B) Includes $3.9 million of interest accrued but unpaid on the Company's
        Convertible Notes. The Company filed a voluntary, pre-negotiated
        Chapter 11 petition on October 28, 2003 to facilitate a restructure
        of these notes.

    (C) Non-cash charges included in the loss in discontinued operations
        totaled $16.1 million.


                          REPTRON ELECTRONICS, INC.
                         CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share data)

                                    ASSETS

                                                  September 30,     Dec 31,
                                                      2003           2002

    CURRENT ASSETS
      Cash and cash equivalents                         $815           $370
      Accounts receivable - trade, net                17,452         32,288
      Inventories, net                                22,040         26,147
      Assets held for sale                             8,971         39,142
      Prepaid expenses and other                       1,976          1,738
        Total current assets                          51,254         99,685

    PROPERTY, PLANT & EQUIPMENT - AT COST, NET        20,902         23,292
    GOODWILL, NET                                     26,779         30,073
    DEFERRED INCOME TAX                                2,480          2,449
    OTHER ASSETS                                       1,710          1,475
    TOTAL ASSETS                                    $103,125       $156,974

                  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

    CURRENT LIABILITIES
      Accounts payable - trade                       $15,987        $19,045
      Note payable to bank                            13,928         33,606
      6 3/4% Convertible Subordinated Notes           76,315              -
      Current portion of long-term obligations           617          1,080
      Liabilities held for sale                        1,495          8,670
      Accrued expenses                                10,686          8,138
        Total current liabilities                    119,028         70,539


    LONG-TERM OBLIGATIONS, less current portion        3,778         80,407

    SHAREHOLDERS' EQUITY (DEFICIT)
      Preferred Stock - authorized 15,000,000 shares
       of $.10 par value; no shares issued                 -              -
      Common Stock - authorized 50,000,000 shares
       of $.01 par value; issued and outstanding,
       6,417,196 and 6,417,196 shares, respectively       64             64
      Additional paid-in capital                      23,146         23,146
      Retained earnings (deficit)                    (42,891)       (17,182)
    TOTAL SHAREHOLDERS EQUITY (DEFICIT)              (19,681)         6,028
    TOTAL LIABILITIES AND SHAREHOLDERS
     EQUITY (DEFICIT)                               $103,125       $156,974


About Reptron

Reptron Electronics, Inc. is an electronics manufacturing services company providing engineering services, electronics manufacturing services and display integration services. Reptron Manufacturing Services offers full electronics manufacturing services including complex circuit board assembly, complete supply chain services and manufacturing engineering services to OEMs in a wide variety of industries. Reptron Display and System Integration provides value- added display design engineering and system integration services to OEMs. For more information, please access www.reptron.com .

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Certain of the above statements contained in this press release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: developments in the Chapter 11 proceedings, including but not limited to a failure to obtain confirmation of the Company's plan of reorganization or the time necessary to complete the reorganization, business conditions and growth in the Company's industry and in the general economy; competitive factors; risks due to shifts in market demand; risks inherent with predicting revenue and earnings outcomes; uncertainties involved in implementing improvements in the manufacturing process; the ability of the Company to complete and integrate 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 words "believe," "estimate," "expect," "intend," "anticipate," "plan," "appears," and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. 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.

 


 


Source: Reptron Electronics, Inc.

EX-2 4 rptscript.htm SCRIPT

Transcript from November 12, 2003 Conference Call- EXHIBIT 99.2

MANAGEMENT DISCUSSION SECTION

Operator

Good day and welcome to the Reptron Electronics Third Quarter 2003 Earnings Release Call. As a reminder, this call is being recorded. At this time, I would like to turn the call over to Mr. Paul Plante, President and Chief Operating Officer at Reptron Electronics. Please go ahead sir.

Paul Plante, President and Chief Operating Officer

Thank you and good morning everyone. The purpose of this call is to primarily go over the results of our operations for the third quarter, so I'm going to focus most of the discussion on that. When I am completed with the third quarter, we'll talk a little bit about how our recent Chapter 11 filing is going and kind of some comments on business outlook. As usual, I am going to try to provide as much detail as possible. So, I want to remind everyone in that spirit that everything I talk about here in the call today is intended to be covered under the Safe Harbor statement under the Private Securities Litigation Reform Act of 1995.

So, let's begin and talk about the third quarter. First of all, we've undergone some significant change this year. So, to remind the listeners, in June of this year we sold our Base Distribution business. And in October of this year, we sold our Memory Module division. And therefore, both of these divisions and their results are segregated in discontinued operations and when we go through the income statement they are reported on one line. Our remaining operations then reflect a pure EMS business where we are focusing all of our efforts and resources and energy, and then we operate that remaining business from 4 plants, one in Fremont, California, in Northern Minnesota, in Northern Michigan, and our headquarters in Tampa, Florida. A total of 435,000 square feet of manufacturing space servicing some 80 plus customers.

So if we look at the third quarter then from those continuing operations, the company generated $39 million of revenue. That was down 15% compared to the same period last year and flat sequentially from the second quarter this year. Year-to-date, we've generated $113 million of revenue from the continuing operations, which was down about 9% compared to the year-to-date revenue for 2002. We have focused specifically on industry segments that we believe can take advantage of our domestic footprint as well as the value-added services we provide, and that's reflected in the revenue by industry.

In the third quarter, medical customers represented about 36% of our revenue, industrial and instrumentation about 15%, banking about 15%, the telecom space about 9%, a category we call government, although it's primarily voting equipment, at 16%, semiconductor equipment was 3% of our revenue in the third quarter, and all others combined were 6%. If I've done my math right that should add up to the 100% of the revenue in the third quarter. And year-to-date, it's fairly similar. Year-to-date medical has been 42% of our company's revenue, industrial instrumentation 14%, year-to-date banking has been 13%, telecom has been 9%, government or voting has been 9%, semiconductor equipment has been 7%, and all other has been 6%. So, those are the types of industries that we deal with, that again can take advantage of the operating model that we've put forward.

In looking where the sales came from by location, year-to-date our Michigan facility has generated 30% of our revenue, our Minnesota 36%, our Florida - Tampa, Florida facility 25% of our revenue, and our California facility 9% of our revenue. That's year-to-date sales by location. And then I guess the last category we could look at to further breakdown sales would be sales by customer. Our company, year-to-date, only has 2 customers who have generated 10% or greater of our overall revenue. One of those is our largest customer that we've done business with for nearly 20 years and are very proud to be part of their supply chain. It's a firm called Diebold. Just shy of 20% of our revenue has come this year from sales for products to Diebold, and then the other 10% customer is a firm called Datascope. Again a long-term customer and one that we have a great relationship with, 12.3% of our revenue came from Datascope. All the other customers, I think the highest single customer represented 6% or less of revenue.

Next, if you look at our top 10 customers, they collectively represent 63% of our company's revenue. And one thing we've always had at Reptron is a fairly good diversity of customer base and industries served, certainly that continued here through year-to-date of '03. And, I am always quick to point too that not only do we have a good mix or balance of revenue streams, but the customers that we deal with are very strong companies, they are financed well, their products are thought of well in the marketplace and it's one of the key strengths that we have in our company that will allow us to continue to build upon.

Okay, so then if we take a look at gross profit dollars and gross margin. In the third quarter, we generated $5.3 million worth of gross profit that compares to $5.6 million in the same period last year or $5.5 million in the second quarter of this year. The company's gross margin percent stood at 13.5% in the quarter ended September 30th, the third quarter, which was up some 130 basis points from the 12.2% that we recorded in the same period last year and it was very similar to the margin that we had in the immediate previous quarter, the second quarter of this year. Year-to-date, the company has generated $15 million of gross profit dollars, that's up from $12.6 million last year, even though we had more sales last year. And, therefore, our gross margin year-to-date is 13.3%, that's up some 320 basis points from the 10.1% margin we had through this time period last year. So we have been running at higher margins, I think it is several reasons for that. Clearly, the continued focused on our chosen market segments, specifically medical, allows us to earn the appropriate gross profit margin that is necessary for us to be able to provide all the other services we provide.

We've reengineered our procurement team to take advantage of total spend as an organization to help drive material price down. And then we also have a fairly mature customer base at this point in time, we do have some startup activity but it's not inordinate relative to total sales, therefore we don't have the negative impact of significant startup costs relative to total revenue. We'll talk a little bit in the minute about some new opportunities that we are ramping up in early '04.

Okay, then the next line on the P&L statement would be operating expenses. If we look in the third quarter of this year, total operating expenses were $4.5 million, that's down 23% from the same period last year where we had $5.9 million of operating expenses, or that's on a $5.6 million annual reduction. And, we've really focused on, as most companies today, have focused on how to reduce operating costs in a tough market environment. I believe that further reductions are possible in our operating costs, clearly after our Chapter 11 proceedings are concluded and we have plans to do so.

Year-to-date, our operating costs totaled $14 million, and that's, again, down 22% from the year-to-date number of $17.9 million last year. Again, a focus of our company will continue to be, clearly the team has done a good job in reducing these costs. Then if we - that all adds down to operating income, the company recorded third quarter operating income of $706,000 in the third quarter of 2003, that compares to a $351,000 operating loss in the same period last year.

Now, if we look at our company's interest expense, we have 2 primary sources of debt that generate interest expense. The first being our Convertible Notes, which we are in the process of restructuring, and the second being all other interest, which is primarily our line of credit interest. The Convertible Notes, we made the announcement in January that we were beginning negotiations with our bondholders and we are hopefully completing those in the not too distant future through our Chapter 11 filing. However, even though interest has not been paid, Generally Accepted Accounting Principles requires that we accrue and record that interest until this refinance is complete. So in the third quarter this year we had recorded $1.3 million worth of interest associated with our Convertible Notes, and there was a total of another $300,000 all other interest for a total interest cost of $1.6 million.

Year-to-date, we've recorded $3.9 million of interest expense associated with the Convertible Notes and all other interest has been $800,000 for a total of $4.7 million of interest. Again, not to continue to repeat myself, however, the Convertible Note interest is booked and accrued but it's a non-cash item as the negotiated terms with our bondholders include the forgiveness of any debt that has not been paid, ie. the debt in the third quarter and year-to-date. So all that adds down to a pre-tax then loss from continuing operations in the third quarter of '03 of $845,000. However, I want to take a few minutes and kind of adjust that number for 2 items. When we complete the refinance of our bond, we are going to reduce the principal from $76 million down to $30 million and therefore, the interest expense will reduce appropriately. So we, in effect, have excess bond interest in the third quarter from where debt level will be of a total of $763,000 of excess bond interest. But if we start with our pre-tax loss of $845,000 and we add back that excess bond interest, had our bonds been refinanced as of $930,000, the company would have virtually been breakeven or had a loss of $82,000.

The other thing I'd like to mention, our industry has introduced this concept of cash earnings. In fact, most EMS companies, when they report their earnings, they report cash earnings, which does not include those non-cash items of depreciation and amortization. Our company had $1.765 million of depreciation and amortization in the third quarter, so the cash earnings of our company in the third quarter with a refinanced bond would have been $1.683 million. And our statements, because we are going through such change in our company, require some further explanation, so I'm trying not to get too complicated, but I want to make sure you have the right information. Likewise, if we go through that same exercise year-to-date, the company had a pre-tax loss from continuing operations of $3.742 million. But if we add back that excess bond interest that reduces that pre-tax loss to $1.454. The company had year-to-date depreciation of $4.824 million, so cash earnings year-to-date with a refinanced bond would have equaled $3.370 million. So those are the kinds of results that we would be looking for based on the same performance after the bond was completely refinanced, which we hope to have completed in the not too distant future.

The company also had a loss from discontinued operations in the third quarter of $3.2 million. That was primarily from our Memory Module business. The Distribution Business activity has pretty much wrapped up for the most part and by the end of the year, the Distribution business as well the Module business should be totally wrapped up. Well, most of it's behind us as we sit here today.

So then I would like to try to make a few comments about the company's balance sheet, starting with the working capital components. At September 30th, the company had accounts receivable total of $17.5 million and the day sales outstanding averaged 40 days. The company's inventory as of September 30th stood at $22 million and that computes to our day sales and inventory of 59 days or 6.2 turns annually. The company had accounts payable of $16 million as of September 30th, translating into a days payable outstanding of 43 days. So our company's cash conversion cycle as of September 30th stood at 56 days, which compares favorably to EMS companies that are in our niche and service the types of customers that we do. However, I believe that we are going to have further improvement in this area, most specifically in continued improvement in inventory turns. We have plans to gravitate and use more of vendor managed inventory beginning in '04 and forward, once our Chapter 11 filing is complete and behind us. Other items on the balance sheet that may require some explanation, there is a category called Assets Held For Sale that totaled $9 million as of September 30th. This is primarily accounts receivable and inventory for the Memory Module business, as that transaction did not close until October 27th. And there is also a category called Liabilities Held For Sale, that number totaled $1.5 million, again from the Module business, representing largely customer rebates that the seller is now responsible for. I am sorry the buyer. Also there's accrued expenses of $10.7 million on the balance sheet, $5.7 million of that total is the accrued bond interest that I mentioned earlier that current accounting pronouncements require that we accrue, although it will remain unpaid and will be eliminated from our balance sheet once we complete our 11 filing and the restructure of the notes.

At September 30th, then, if we look at our company's debt structure, we had Convertible Notes of $76.3 million, our line of credit was down to $13.9 million, and all other interest bearing debt totaled $4.4 million, so we had a total debt load $94.6 million. And peeking forward, the terms of the restructure of the bonds, bring it to from $76.3 million down to $30 million. We've already received the proceeds from the sale of the Memory Module business that has brought our line of credit down to somewhere around $7 million. And all other debt remaining at $4.4 million, the company would have $41.4 million of debt, not $94.6 million. And therefore, this restated balance sheet, if you will, if you took September 30th's balance sheet and you restated it simply for the refinance of the bonds and the proceeds from the Memory Module business, our debt to equity ratio then would reduce to 1.3 to 1 and debt would represent 57% of the company's total capitalization. The company would go from having a deficit in shareholder's equity to just over $30 million of shareholder's equity. And this is where we need to be and this is the reason for the last piece of our puzzle, if you will, the Chapter 11 filing so that we can, in an orderly process, finish that debt restructure and get our balance sheet where it needs to be based on the size of the company we are today. The company, I think I mentioned this before I'll mention it again, in the third quarter we had depreciation and amortization from continuing operations of $1.765 million and year-to-date that number from continuing operations was $4.824 million. We incurred $783,000 of capital expenditures in the third quarter and year-to-date, CapEx has totaled $1.570 million.

That concludes my comments relative to the operating results for the Q3. I want to mention a few other things before we conclude. First of all, I want to just give an update on our Chapter 11 proceedings. We had our first day motions on, they were heard on October 30th that were largely successful. We put in place a new $20 million debtor-in-possession working capital line of credit that's provided by CIT. As I mentioned earlier, the outstandings on that line are somewhere near $7 million as we sit here today. We are - got approval to use our cash management system to pay our employees' compensation, their benefits and there are 3 or 4 other motions that basically allowed us to get back and run our business and make sure we continue to satisfy customers through this 11 process. We've received great support from our customers and I want to thank them personally. I'm not, as I said earlier, I am not anticipating any loss of customers as a result of this filing. We did a lot of preparation ahead of time for the 90 days prior in letting them know this was our strategy and certainly all that preparation has paid off. We are receiving great support from our suppliers and I would like to thank all of our suppliers also. Some of them are going to have to wait until late January to receive payments of their pre-petition amounts, the majority of them will be in that category and, yet, they still continue to supply the company with goods and services and we really appreciate that. We do not anticipate any interruptions in our company's supply chain. We've gotten great support from our employees and I really want to thank the employees. Look, this whole filing creates a lot of extra work but our people have a great attitude and they understand how important this is and how important the success of it is in making our company even that much stronger going forward. And, I've said before and I say this often, we have a really great story to tell, but communication is going to always be the key to make sure that we can tell that great story and we keep everyone informed. So we are really trying to do that, and if anybody feels that we are faltering in that regard please let us know. But, so far, I think we are winning the battle and we are going to have a successful completion of this 11 in my view.

We are targeting, on that point, we are targeting a late January, early February conclusion. I hate to auger in on a specific date because when that date comes, if it goes and then we create concern. If there is anything that will draw it out significantly, certainly, we will keep everyone posted.

And then, a few words on business outlook, if we look at the quarter we're in right now, the fourth quarter, it would appear that the revenue stream in the fourth quarter will be similar to the revenue stream that we experienced in the third quarter, which, also, was similar to the revenue stream in the second quarter. Again, we've got this legacy customer base that's solid with us. We really haven't been ramping up that many significant new customers as, quite frankly, we've been very visible in terms of the need to refinance our balance sheet and to improve our operating results. And, as a result, we have signed some new customers but we've been really focusing on satisfying the ones that we have. In the first quarter of 2004, I mentioned earlier, we are going to be launching a good ramp up with a significant medical customer that we've talked about for a while and we are very pleased to add them to our portfolio of customers. Typically, the first quarter, if it's like any other years, we have a step down in revenue from the fourth quarter. So, we will be monitoring the ups and the downs and if the nets are downs, then we will make sure that we make adjustments accordingly so that we can continue to be successful. But I do want you to know that we believe that we have the customer support and the customer backlog to allow us to continue a string of profitability that we have demonstrated once the bond has been refinanced.

So, that's pretty much all I wanted to talk about today. When events with our 11 or any others warrant a press release or conference call, we will have one. I am traveling today and will be traveling for the remainder of the week. However, if there is something that you would like to reach me for, you certainly can contact my office in Tampa and my assistant will pass along your message. I think I've taken up enough of your time today, so that concludes my comments. Operator, I think we can now end the call.

Operator: And that does conclude today's conference call. We thank you for your participation and have a good afternoon.

-----END PRIVACY-ENHANCED MESSAGE-----