Delaware
|
13-3458955
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
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105 Norton Street, Newark, New York
|
14513
|
(Address of Principal Executive Offices)
|
(Zip Code)
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Large accelerated filer
|
¨
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Accelerated filer
|
¨
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Non-Accelerated filer
|
x
|
Smaller Reporting Company
|
¨
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Page
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||
Number
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||
PART
1
|
FINANCIAL
INFORMATION
|
|
Item 1.
|
Financial
Statements
|
|
Consolidated
Balance Sheets as of: March
27, 2009(Unaudited) and September 30, 2008
|
3
|
|
|
|
|
Consolidated
Statements of Operations for the three months ended: March 27,
2009(Unaudited) and March 28, 2008 (Unaudited)
|
4
|
|
Consolidated
Statements of Operations for the six months ended: March 27,
2009(Unaudited) and March 28, 2008 (Unaudited)
|
5
|
|
Consolidated
Statements of Cash Flows for the six months ended: March 27,
2009(Unaudited) and March 28, 2008 (Unaudited)
|
6
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
7
|
|
Item 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
Item 3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
17
|
Item 4T.
|
Controls
and Procedures
|
17
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PART
II
|
OTHER
INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
17
|
Item 1A.
|
Risk
Factors
|
17
|
|
||
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
17
|
Item 3.
|
Defaults
Upon Senior Securities
|
17
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
18
|
Item 5.
|
Other
Information
|
18
|
Item 6.
|
Exhibits
|
18
|
Signatures
|
18
|
MARCH 27, 2009
|
SEPTEMBER 30, 2008
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | - | $ | - | ||||
Accounts
RECEIVABLE (net of allowance for doubtful Accounts of $100 and $145
respectively)
|
9,771 | 10,345 | ||||||
Inventories
|
7,364 | 6,230 | ||||||
Deferred
income taxes
|
1,908 | 1,908 | ||||||
Other
current assets
|
162 | 61 | ||||||
Total
Current Assets
|
19,205 | 18,544 | ||||||
FIXED
ASSETS:
|
||||||||
Land
and land improvements
|
742 | 742 | ||||||
Building
and improvements
|
4,339 | 4,368 | ||||||
Machinery
and equipment
|
8,947 | 8,567 | ||||||
Furniture
and fixtures
|
4,092 | 4,083 | ||||||
Sub-Total
Gross Property
|
18,120 | 17,760 | ||||||
Less
Accumulated Depreciation
|
(16,998 | ) | (16,907 | ) | ||||
Net
Fixed Assets
|
1,122 | 853 | ||||||
NON-CURRENT
ASSETS:
|
||||||||
Deferred
income taxes
|
14,042 | 14,727 | ||||||
Other
Non Current Assets
|
54 | 60 | ||||||
Total
Non-Current Assets
|
14,096 | 14,787 | ||||||
Total
Assets
|
$ | 34,423 | $ | 34,184 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Short
term borrowings
|
$ | 1,072 | $ | 1,098 | ||||
Accounts
payable
|
6,163 | 6,125 | ||||||
Accrued
payroll and related expenses
|
611 | 808 | ||||||
Other
accrued expenses
|
483 | 603 | ||||||
Customer
Deposits (see Note #2)
|
708 | 664 | ||||||
Total
current liabilities
|
9,037 | 9,298 | ||||||
Long
term debt
|
7,148 | 8,910 | ||||||
Total
Liabilities
|
16,185 | 18,208 | ||||||
SHAREHOLDERS'
EQUITY:
|
||||||||
Preferred
stock, $.01 par value, Authorized - 500,000 shares; Issued and outstanding
- none
|
- | - | ||||||
Common
stock, $.01 par value, Authorized - 50,000,000 shares; Issued - 9,514,049
and 9,326,582 shares
|
95 | 93 | ||||||
Treasury
Shares at Cost 1,012,873 and 412,873
|
(1,413 | ) | (223 | ) | ||||
Additional
paid-in capital
|
40,423 | 40,124 | ||||||
Accumulated
deficit
|
(20,867 | ) | (24,018 | ) | ||||
Total
shareholders' equity
|
18,238 | 15,976 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 34,423 | $ | 34,184 |
3 MONTHS ENDED
|
3 MONTHS ENDED
|
|||||||
MARCH 27, 2009
|
MARCH 28, 2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net
sales
|
$ | 16,335 | $ | 11,940 | ||||
Cost
of sales
|
13,728 | 10,557 | ||||||
Gross
profit
|
2,607 | 1,383 | ||||||
Selling
and administrative expenses
|
1,464 | 998 | ||||||
Operating
profit
|
1,143 | 385 | ||||||
Interest
and financing expense
|
91 | 84 | ||||||
(Gain)/Loss
on disposal of fixed assets
|
(5 | ) | (2 | ) | ||||
Other
(Income)/Loss
|
(61 | ) | - | |||||
Net
Income before income taxes
|
1,118 | 303 | ||||||
Provision
for/(benefit from) income tax
|
(1,501 | ) | (370 | ) | ||||
Net
Income
|
$ | 2,619 | $ | 673 | ||||
Net
Income per common and common equivalent share:
|
||||||||
Basic
|
$ | 0.30 | $ | 0.08 | ||||
Diluted
|
$ | 0.29 | $ | 0.07 | ||||
Weighted
average number of common and common equivalent shares
outstanding:
|
||||||||
Basic
|
8,789,846 | 8,319,497 | ||||||
Diluted
|
9,153,384 | 9,002,089 |
6 MONTHS ENDED
|
6 MONTHS ENDED
|
|||||||
MARCH 27, 2009
|
MARCH 28, 2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net
sales
|
$ | 32,192 | $ | 23,100 | ||||
Cost
of sales
|
27,351 | 20,571 | ||||||
Gross
profit
|
4,841 | 2,529 | ||||||
Selling
and administrative expenses
|
2,751 | 1,752 | ||||||
Operating
profit
|
2,090 | 777 | ||||||
Interest
and financing expense
|
215 | 176 | ||||||
(Gain)/Loss
on disposal of fixed assets
|
(5 | ) | (2 | ) | ||||
Other
(Income)/Loss
|
(61 | ) | - | |||||
Net
Income before income taxes
|
1,941 | 603 | ||||||
Provision
for/(benefit from) income tax
|
(1,209 | ) | (490 | ) | ||||
Net
Income
|
$ | 3,150 | $ | 1,093 | ||||
Net
Income per common and common equivalent share:
|
||||||||
Basic
|
$ | 0.36 | $ | 0.13 | ||||
Diluted
|
$ | 0.34 | $ | 0.12 | ||||
Weighted
average number of common and common equivalent shares
outstanding:
|
||||||||
Basic
|
8,858,184 | 8,301,666 | ||||||
Diluted
|
9,341,210 | 9,034,332 |
6 MONTHS ENDED
|
6 MONTHS ENDED
|
|||||||
MARCH 27, 2009
|
MARCH 28, 2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
Income
|
$ | 3,150 | $ | 1,093 | ||||
Non-cash
adjustments:
|
||||||||
Compensation
Expense – Stock Options
|
95 | 91 | ||||||
Depreciation/Amortization
|
122 | 296 | ||||||
Issuance
of director’s fees in stock
|
23 | 10 | ||||||
(Gain)/Loss
on sales of fixed assets
|
(5 | ) | (2 | ) | ||||
Deferred
Tax Expense
|
(1,209 | ) | (490 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
574 | (1,891 | ) | |||||
Inventories
|
(1,134 | ) | (1,747 | ) | ||||
Other
assets
|
(101 | ) | 1 | |||||
Accounts
payable
|
38 | 990 | ||||||
Accrued
expenses
|
(317 | ) | (52 | ) | ||||
Customer
Deposits
|
44 | - | ||||||
Net
cash flows from operating activities
|
1,280 | (1,701 | ) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of plant, property & equipment
|
(380 | ) | (353 | ) | ||||
Proceeds
from the sale of assets
|
- | 2 | ||||||
Net
cash flows from investing activities
|
(380 | ) | (351 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Repayments
under loan agreements/notes payable
|
(600 | ) | (164 | ) | ||||
Borrowings/(Payments)
Line of Credit
|
(671 | ) | 2,160 | |||||
Proceeds
from Equipment Financing
|
328 | - | ||||||
Proceeds
from exercise of stock options
|
43 | 56 | ||||||
Net
cash flows from financing activities
|
(900 | ) | 2,052 | |||||
Change
in cash and cash equivalents
|
- | - | ||||||
Cash
and cash equivalents at beginning of period
|
- | - | ||||||
Cash
and cash equivalents at end of period
|
$ | - | $ | - | ||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | 244 | $ | 176 | ||||
Income
taxes
|
$ | - | $ | - | ||||
Supplemental
Disclosures of Non-Cash Adjustments:
|
||||||||
Seller
Notes adjusted through Deferred Tax Assets (related to acquisition
agreement)
|
$ | 844 | $ | - | ||||
Treasury
Stock Adjusted through Deferred Tax Assets (related to settlement
agreement)
|
$ | 1,050 | $ | - | ||||
Return
of Exercised Options to Treasury
|
$ | 140 | $ | - |
·
|
A
world class Technology Center that combines a dedicated prototype
manufacturing center with an on-site Materials Analysis Lab (headed by a
staff PhD) for the seamless introduction of complex
electronics
|
|
·
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A
sophisticated Lean/Sigma continuous improvement program supported by four
certified Six Sigma Blackbelts delivering best-in-class
results
|
|
·
|
Industry-leading
Web Portal providing real-time access to a wide array of critical customer
data
|
|
·
|
In-house
custom functional test development to support complex system-level
assembly, test, troubleshoot and end-order
fulfillment
|
March 27, 2009
|
September 30, 2008
|
|||||||
Raw
Materials
|
$ | 4,098 | $ | 3,775 | ||||
Work-in-process
|
2,628 | 1,743 | ||||||
Finished
goods
|
638 | 712 | ||||||
$ | 7,364 | $ | 6,230 |
|
·
|
A
revolving credit facility up to $9.0 million, available for direct
borrowings. The facility is based on a borrowing base formula
equal to the sum of 85% of eligible receivables and 35% of eligible
inventory. As of March 27, 2009, outstanding loans under the
revolving credit facility were $4.3 million. The credit
facility matures on May 30, 2013. Interest on the revolver is
either prime or a stated rate over LIBOR, whichever is lower based on
certain ratios. Our current interest rate on our revolving line
balance is 2.77%.
|
|
·
|
A
$1.7 million term loan amortized equally over 60 months beginning June
2008. IEC’s interest rate is fixed at 6.7%. The remaining
balance as of March 27, 2009 was $0.9 million inclusive of an accelerated
payment of $0.5 million made during the fourth quarter of fiscal
2008.
|
|
·
|
An
available $1.5 million equipment line of credit. The capital
credit facility is amortized equally over 60 months and matures on May 30,
2013. Interest on the equipment line is either prime or a
stated rate over LIBOR, whichever is lower based on certain ratios at the
time of borrowing. Using this capital credit line the company
was able to secure additional interest rate subsidies from New York
State’s Linked Deposit Program and has used a total of $328,000 of the
$1.5 million available line as of March 27,
2009.
|
|
·
|
A
$2.0 million Sale Leaseback of the Company’s fixed assets amortized
equally over 60 months beginning June 27, 2008. Annual payments
are fixed and are $388,800 per year with a total for the five years of
$1.9 million. At March 27, 2009 our remaining unpaid balance for the lease
was $1.7 million. The Company is currently evaluating a
proposal to accelerate the pay-down of this operating lease
facility.
|
|
·
|
All
loans and the Sale-Leaseback are secured by a security interest in the
assets of the Company and Val-U-Tech; a pledge of all the Company’s equity
interest in Val-U-Tech, a negative pledge on the Company’s real property
and a guaranty by Val-U-Tech.
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
||||||||||||
$ 1,072
|
$ | 1,060 | $ | 1,078 | $ | 689 | $ | 4,321 | * |
3 Months
|
YTD
|
3 Months
|
YTD
|
|||||||||||||
MAR 27, 2009
|
MAR 27, 2009
|
MAR 28, 2008
|
MAR 28, 2008
|
|||||||||||||
Current
Tax Expense
|
||||||||||||||||
Federal
|
- | - | - | - | ||||||||||||
State
/ Other
|
- | - | - | - | ||||||||||||
Deferred
Tax Expense/(Benefit)
|
||||||||||||||||
Federal
|
(1,186 | ) | (955 | ) | (315 | ) | (417 | ) | ||||||||
State
/ Other
|
(315 | ) | (254 | ) | (55 | ) | (73 | ) | ||||||||
Provision
for/(benefit from)
|
||||||||||||||||
Income
taxes
|
(1,501 | ) | (1,209 | ) | (370 | ) | (490 | ) |
March 27, 2009
|
September 30, 2008
|
|||||||
Net
operating loss and AMT credit carryovers
|
$ | 14,913 | $ | 15,598 | ||||
Accelerated
depreciation
|
596 | 596 | ||||||
New
York State investment tax credits
|
3,312 | 3,312 | ||||||
Inventories
|
140 | 140 | ||||||
Other
|
301 | 301 | ||||||
19,262 | 19,947 | |||||||
Remaining
Valuation allowance
|
(3,312 | ) | (3,312 | ) | ||||
$ | 15,950 | $ | 16,635 | * |
|
·
|
includes
deferred tax assets acquired in Val-U-Tech acquisition(The cost of the
acquisition in excess of the fair value of assets acquired was assigned to
deferred tax assets.)
|
3
MO. ENDED
|
3
MO. ENDED
|
6
MO. ENDED
|
6
MO. ENDED
|
|||||||||||||
MAR 27, 2009
|
MAR 28, 2008
|
MAR 27, 2009
|
MAR 28, 2008
|
|||||||||||||
Risk
free interest rate
|
2.0 | % | 2.7 | % | 2.0 | % | 2.9 | % | ||||||||
Expected
term
|
4.2
years
|
4.5
years
|
4.2
years
|
4.5
years
|
||||||||||||
Volatility
|
49 | % |
51
|
% | 49 | % | 51 | % | ||||||||
Expected
annual dividends
|
none
|
none
|
none
|
none
|
Fiscal Year
|
Amount
|
|||
2009
|
$ | 451,664 | ||
2010
|
451,664 | |||
2011
|
451,664 | |||
2012
|
451,664 | |||
2013
|
451,664 | |||
Total minimum lease payments
|
$ | 2,258,320 |
Fiscal Year
|
Amount
|
|||
2009
|
$ | 176,857 | ||
2010
|
176,857 | |||
2011
|
184,578 | |||
2012
|
187,150 | |||
2013
|
46,788 | |||
Total minimum lease payments
|
$ | 772,230 |
Sales
(dollars in millions)
|
||||||||
For
Three Months Ended
|
March
27, 2009
|
March
28, 2008
|
||||||
Net
sales
|
$ | 16.3 | $ | 11.9 |
Gross
Profit (dollars in thousands and as a % of Net Sales)
|
||||||||
For
Three Months Ended
|
March
27, 2009
|
March
28, 2008
|
||||||
Gross
profit
|
$ | 2,607 | $ | 1,383 | ||||
Gross
profit percent
|
16.0 | % | 11.6 | % |
For
Three Months Ended
|
March
27, 2009
|
March
28, 2008
|
||||||
Selling
and administrative expense
|
$ | 1,464 | $ | 998 | ||||
Selling
and administrative expense percent
|
9.0 | % | 8.4 | % |
For
Six Months Ended
|
March
27, 2009
|
March
28, 2008
|
||||||
Net
sales
|
$ | 32.2 | $ | 23.1 |
For
Six Months Ended
|
March
27, 2009
|
March
28, 2008
|
||||||
Gross
profit
|
$ | 4,841 | $ | 2,529 | ||||
Gross
profit percent
|
15.0 | % | 10.9 | % |
For
Six Months Ended
|
March
27, 2009
|
March
28, 2008
|
||||||
Selling
and administrative expense
|
$ | 2,751 | $ | 1,752 | ||||
Selling
and administrative expense percent
|
8.5 | % | 7.6 | % |
Covenant
|
Requirement
|
Actual Performance
|
|||||||
·
|
Minimum
quarterly EBITDARS
|
≥ $ |
350,000
|
$ | 1,430,000 | ||||
·
|
Fixed
Charge Coverage
|
≥ |
1.1
|
x | 2.7 | x | |||
·
|
Total
Debt to EBITDARS
|
< |
3.75
|
x | 2.2 | x |
|
(a)
|
The
Annual Meeting of Stockholders was held on February 4,
2009.
|
|
(b)
|
Proxies
for the meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934, there was no solicitation in opposition
to the management’s nominees as listed in the proxy statement and all of
such nominees were elected.
|
|
(c)
|
(i)
At the Annual Meeting, the tabulation of the votes with respect to each
nominee was as follows:
|
Nominee
|
Votes
FOR
|
Authority
Withheld
|
||||||
W.
Barry Gilbert
|
8,334,014 | 103,157 | ||||||
Michael
G. Brudek **
|
8,404,235 | 32,936 | ||||||
Eben
S. Moulton
|
8,404,170 | 33,001 | ||||||
James
C. Rowe
|
8,404,170 | 33,001 | ||||||
Carl
E. Sassano
|
8,404,635 | 32,536 | ||||||
Jerold
L. Zimmerman
|
8,404,235 | 32,936 |
**
|
note:
Mr. Brudek resigned his board position effective March 17, 2009 as
described in
the Company’s Current Report on Form 8-K filed on March 23,
2009.
|
(ii)
|
At
the Annual Meeting, the stockholders also voted upon a proposal to approve
an amendment to the Company’s Certificate of Incorporation to effect a
one, up to four, reverse stock split at any time before the Company's 2010
Annual Meeting of stockholders. The tabulation of votes with
respect to such matter was as
follows:
|
Votes
FOR
|
Votes
AGAINST
|
Votes
ABSTAINING
|
Broker
NON-VOTES
|
|||||||||
7,003,900
|
1,393,378 | 39,893 | -0- |
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350
|
IEC
ELECTRONICS CORP.
|
|
REGISTRANT
|
|
Dated:
April 23, 2009
|
/s/ W. Barry Gilbert
|
W.
Barry Gilbert
|
|
Chairman
and
|
|
Chief
Executive Officer
|
|
Dated:
April 23, 2009
|
/s/ Michael Schlehr
|
Michael
Schlehr
|
|
Vice
President and Chief Financial
Officer
|