UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
Form 10-Q
(Mark One)
ý Quarterly report pursuant to Section 13
or 15(d) of the Securities Exchange
Act of
1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
or
o Transition report pursuant to
Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 0-21681
EFJ, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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47-0801192 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
4800 N.W. 1st STREET
LINCOLN, NEBRASKA 68521
(402) 474-4800
(Address, including zip code, and telephone number,
including area code, of registrant’s
principal executive office)
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 ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES o NO ý
As of April 23, 2004, 17,589,315 shares of the Registrant’s Common Stock were outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2004 and December 31, 2003
(in thousands, except share data)
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MARCH 31, |
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DECEMBER 31, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
12,183 |
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$ |
4,644 |
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Accounts receivable, net of allowance for returns and doubtful accounts of $70 and $104, respectively |
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6,349 |
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19,754 |
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Receivables – other |
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198 |
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157 |
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Cost in excess of billings on uncompleted contracts |
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966 |
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869 |
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Inventories |
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12,395 |
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18,040 |
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Deferred income taxes |
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1,500 |
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1,500 |
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Prepaid expenses |
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863 |
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587 |
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Total current assets |
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34,454 |
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45,551 |
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Property, plant and equipment, net |
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3,077 |
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2,779 |
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Deferred income taxes |
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6,500 |
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6,500 |
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Intangible assets, net of accumulated amortization |
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6,751 |
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6,753 |
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Other assets |
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633 |
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686 |
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TOTAL ASSETS |
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$ |
51,415 |
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$ |
62,269 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Revolving line of credit |
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$ |
— |
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$ |
7,500 |
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Current portion of long-term debt obligations |
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132 |
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127 |
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Accounts payable |
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4,157 |
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8,582 |
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Billings in excess of cost on uncompleted contracts |
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— |
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30 |
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Deferred revenue - current |
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1,022 |
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1,191 |
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Accrued expenses |
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2,668 |
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3,406 |
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Total current liabilities |
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7,979 |
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20,836 |
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Long-term debt obligations, net of current portion |
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388 |
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426 |
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Deferred revenue, net of current portion |
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737 |
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601 |
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TOTAL LIABILITIES |
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9,104 |
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21,863 |
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Stockholders’ equity: |
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Preferred stock ($0.01 par value; 3,000,000 shares authorized; none issued) |
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— |
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— |
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Common stock ($0.01 par value; 25,000,000 voting shares authorized, 17,589,315 and 17,359,973 issued and outstanding as of March 31, 2004 and December 31, 2003; 600,000 non-voting shares authorized, 217,542 issued and outstanding at December 31, 2003, which shares were converted to voting shares during three months ended March 31, 2004) |
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176 |
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176 |
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Additional paid-in capital |
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99,757 |
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100,845 |
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Accumulated deficit |
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(57,622 |
) |
(60,615 |
) |
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TOTAL STOCKHOLDERS’ EQUITY |
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42,311 |
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40,406 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
51,415 |
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$ |
62,269 |
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See accompanying notes to the condensed consolidated financial statements.
2
EFJ, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2004 and 2003
(Unaudited and in thousands, except share and per share data)
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THREE MONTHS ENDED |
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2004 |
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2003 |
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Revenues |
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$ |
22,244 |
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$ |
9,001 |
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Cost of sales |
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13,686 |
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5,042 |
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Gross profit |
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8,558 |
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3,959 |
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Operating expenses: |
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Research and development |
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2,576 |
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1,402 |
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Sales and marketing |
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2,246 |
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1,311 |
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General and administrative, inclusive of non-cash stock option repricing (benefit) expense adjustment of $(1,087) and $446 in 2004 and 2003 (See Note 9) |
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688 |
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1,810 |
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Total operating expenses |
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5,510 |
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4,523 |
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Income (loss) from operations |
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3,048 |
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(564 |
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Interest income |
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11 |
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12 |
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Interest expense |
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(56 |
) |
(39 |
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Other income (expense) |
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(8 |
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27 |
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Income (loss) before income taxes |
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2,995 |
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(564 |
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Income tax provision |
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— |
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— |
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Net income (loss) |
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$ |
2,995 |
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$ |
(564 |
) |
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Net income (loss) per share – Basic |
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$ |
0.17 |
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$ |
(0.03 |
) |
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Net income (loss) per share – Diluted |
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$ |
0.16 |
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$ |
(0.03 |
) |
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Weighted average common shares – Basic |
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17,584,295 |
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17,577,315 |
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Weighted average common shares – Diluted |
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19,062,117 |
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17,577,315 |
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See accompanying notes to the condensed consolidated financial statements.
3
EFJ, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2004 and 2003
(Unaudited and in thousands, except share data)
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Three months ended March 31, |
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2004 |
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2003 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
2,995 |
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