Delaware
|
13-3458955
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
Large
accelerated
filer
|
¨
|
Accelerated
filer
|
¨
|
|
Non-Accelerated
filer
|
¨
|
Smaller
Reporting Company
|
x
|
Page
|
||||
Number
|
||||
PART
1
|
FINANCIAL
INFORMATION
|
|||
Item
1. Financial Statements
|
||||
Consolidated
Balance Sheets as of: March 26, 2010(Unaudited) and September 30,
2009.
|
3
|
|||
Consolidated
Statements of Operations for the three months ended: March 26,
2010(Unaudited) and March 27, 2009 (Unaudited)
|
4
|
|||
Consolidated
Statements of Operations for the six months ended: March 26,
2010(Unaudited) and March 27, 2009 (Unaudited)
|
5
|
|||
Consolidated
Statements of Cash Flows for the six months ended: March 26,
2010(Unaudited) and March 27, 2009 (Unaudited)
|
6
|
|||
Notes
to Consolidated Financial Statements (Unaudited)
|
7
|
|||
Item
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
|
14
|
|||
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
|
17
|
|||
Item
4T. Controls and Procedures.
|
17
|
|||
PART
II
|
OTHER
INFORMATION
|
|||
Item
1. Legal Proceedings
|
18
|
|||
Item
1A.Risk Factors
|
18
|
|||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
18
|
|||
Item
3. Defaults Upon Senior Securities
|
18
|
|||
Item
4. (Removed and Reserved)
|
18
|
|||
Item
5. Other Information
|
18
|
|||
Item
6. Exhibits
|
19
|
|||
Signatures
|
|
19
|
MARCH 26, 2010
|
SEPTEMBER 30, 2009
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
(see note #9 page 13)
|
$ | - | $ | - | ||||
Accounts
receivable (net of allowance for doubtful accounts of $157 and $85
respectively)
|
14,669 | 10,354 | ||||||
Inventories
|
12,061 | 6,491 | ||||||
Deferred
income taxes
|
2,050 | 2,050 | ||||||
Other
current assets
|
372 | 110 | ||||||
Total
Current Assets
|
29,152 | 19,005 | ||||||
FIXED
ASSETS:
|
||||||||
Land
and land improvements
|
1,556 | 742 | ||||||
Buildings
and improvements
|
9,594 | 4,339 | ||||||
Machinery
and equipment
|
13,118 | 10,335 | ||||||
Furniture
and fixtures
|
4,609 | 4,131 | ||||||
Sub-Total
Gross Property
|
28,877 | 19,547 | ||||||
Less
Accumulated Depreciation
|
(17,559 | ) | (17,156 | ) | ||||
Net
Fixed Assets
|
11,318 | 2,391 | ||||||
NON-CURRENT
ASSETS:
|
||||||||
Intangible
asset
|
360 | - | ||||||
Deferred
income taxes
|
12,088 | 13,026 | ||||||
Other
non-current assets
|
111 | 47 | ||||||
Total
Non-Current Assets
|
12,559 | 13,073 | ||||||
Total
Assets
|
$ | 53,029 | $ | 34,469 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES:
|
||||||||
Short
term borrowings
|
$ | 2,477 | $ | 1,147 | ||||
Accounts
payable
|
8,224 | 4,183 | ||||||
Accrued
payroll and related expenses
|
1,667 | 1,564 | ||||||
Other
accrued expenses
|
1,077 | 531 | ||||||
Customer
deposits (see Note #2 page 10)
|
252 | 190 | ||||||
Total
Current Liabilities
|
13,697 | 7,615 | ||||||
Long
term debt
|
17,100 | 6,600 | ||||||
Total
Liabilities
|
30,797 | 14,215 | ||||||
SHAREHOLDERS'
EQUITY:
|
||||||||
Preferred
stock, $.01 par value, Authorized
- 500,000 shares; Issued and Outstanding - none |
- | - | ||||||
Common
stock, $.01 par value
- 50,000,000 shares authorized - 10,007,371 and 9,747,283 shares issued |
100 | 97 | ||||||
Treasury
Shares at Cost - 1,012,873 shares
|
(1,413 | ) | (1,413 | ) | ||||
Additional
paid-in capital
|
40,817 | 40,632 | ||||||
Accumulated
deficit
|
(17,272 | ) | (19,062 | ) | ||||
Total
Shareholders' Equity
|
22,232 | 20,254 | ||||||
Total
Liabilities and Shareholders’ Equity
|
$ | 53,029 | $ | 34,469 |
3 MONTHS ENDED
|
3 MONTHS ENDED
|
|||||||
MARCH 26, 2010
|
MARCH 27, 2009
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net
sales
|
$ | 25,232 | $ | 16,335 | ||||
Cost
of sales
|
21,214 | 13,728 | ||||||
Gross
profit
|
4,018 | 2,607 | ||||||
Selling
and administrative expenses
|
2,035 | 1,464 | ||||||
Operating
profit
|
1,983 | 1,143 | ||||||
Other
(income)/expense
|
129 | (66 | ) | |||||
Interest
and financing expense
|
261 | 91 | ||||||
Net
Income before income taxes
|
1,593 | 1,118 | ||||||
Provision
for income taxes
|
||||||||
Currently
payable
|
36 | - | ||||||
Offset
by NOL carryforwards
|
521 | - | ||||||
Change
in valuation allowance
|
- | (1,501 | ) | |||||
Net
Income
|
$ | 1,036 | $ | 2,619 | ||||
Net
Income per common and common equivalent share:
|
||||||||
Basic
|
$ | 0.12 | $ | 0.30 | ||||
Diluted
|
$ | 0.11 | $ | 0.29 | ||||
Weighted
average number of common and common equivalent shares
outstanding:
|
||||||||
Basic
|
8,974,796 | 8,789,846 | ||||||
Diluted
(see MD&A page 14)
|
9,651,921 | 9,153,384 |
6 MONTHS ENDED
|
6 MONTHS ENDED
|
|||||||
MARCH 26, 2010
|
MARCH 27, 2009
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net
sales
|
$ | 43,292 | $ | 32,192 | ||||
Cost
of sales
|
36,461 | 27,351 | ||||||
Gross
profit
|
6,831 | 4,841 | ||||||
Selling
and administrative expenses
|
3,535 | 2,751 | ||||||
Operating
profit
|
3,296 | 2,090 | ||||||
Other
(income)/expense
|
188 | (66 | ) | |||||
Interest
and financing expense
|
355 | 215 | ||||||
Net
Income before income taxes
|
2,753 | 1,941 | ||||||
Provision
for income taxes
|
||||||||
Currently
payable
|
62 | - | ||||||
Offset
by NOL carryforwards
|
902 | - | ||||||
Change
in valuation allowance
|
- | (1,209 | ) | |||||
Net
Income
|
$ | 1,789 | $ | 3,150 | ||||
Net
Income per common and common equivalent share:
|
||||||||
Basic
|
$ | 0.20 | $ | 0.36 | ||||
Diluted
|
$ | 0.19 | $ | 0.34 | ||||
Weighted
average number of common and common equivalent shares
outstanding:
|
||||||||
Basic
|
8,903,765 | 8,858,184 | ||||||
Diluted
|
9,593,155 | 9,341,210 |
6 MONTHS ENDED
|
6 MONTHS ENDED
|
|||||||
MARCH 26, 2010
|
MARCH 27, 2009
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
Income
|
$ | 1,789 | $ | 3,150 | ||||
Non-cash
adjustments:
|
||||||||
Compensation
expense – Stock Options
|
68 | 95 | ||||||
Depreciation/Amortization
|
413 | 122 | ||||||
Issuance
of directors’ fees in stock
|
16 | 23 | ||||||
(Gain)/Loss
on sales of fixed assets
|
(10 | ) | (5 | ) | ||||
Acquisition
costs paid
|
17 | - | ||||||
Deferred
tax expense
|
938 | (1,209 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(370 | ) | 574 | |||||
Inventories
|
(1,125 | ) | (1,134 | ) | ||||
Other
assets
|
(193 | ) | (101 | ) | ||||
Accounts
payable
|
2,930 | 38 | ||||||
Accrued
expenses
|
(285 | ) | (317 | ) | ||||
Customer
deposits
|
(162 | ) | 44 | |||||
Net
cash flows from operating activities
|
4,026 | 1,280 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of plant, property & equipment
|
(669 | ) | (380 | ) | ||||
Proceeds
from the sale of property
|
10 | - | ||||||
Acquisition
costs paid
|
(17 | ) | - | |||||
Net
cash flows from investing activities
|
(676 | ) | (380 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Repayments
under loan agreements/notes payable
|
(898 | ) | (600 | ) | ||||
Repayments
on line of credit
|
(2,799 | ) | (671 | ) | ||||
Proceeds
from equipment financing
|
316 | 328 | ||||||
Proceeds
from exercise of stock options
|
106 | 43 | ||||||
Capitalized
financing costs paid
|
(75 | ) | - | |||||
Net
cash flows from financing activities
|
(3,350 | ) | (900 | ) | ||||
Cash
and cash equivalents at end of period
|
$ | - | $ | - | ||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | 306 | $ | 244 | ||||
Income
taxes
|
$ | 107 | $ | - | ||||
Supplemental
Disclosures of Non-Cash Adjustments:
|
||||||||
Seller
Notes adjusted through Deferred Tax Assets
|
$ | - | $ | 844 | ||||
Treasury
Stock adjusted through Deferred Tax Assets
|
$ | - | $ | 1,050 | ||||
Return
of exercised options to Treasury Stock
|
$ | - | $ | 140 | ||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Summary
of Assets Acquired and Liabilities Assumed from Acquisition of
GTC:
|
||||||||
Net
accounts receivable
|
$ | 3,945 | $ | - | ||||
Net
inventories
|
$ | 4,444 | $ | - | ||||
Other
assets
|
$ | 429 | $ | - | ||||
Net
fixed assets
|
$ | 8,661 | $ | - | ||||
Accounts
payable
|
$ | 1,111 | $ | - | ||||
Accrued
expenses & other payables
|
$ | 1,157 | $ | - | ||||
Long
term bond debt
|
$ | 100 | $ | - | ||||
Debt
assumed to fund acquisition
|
$ | (15,111 | ) | $ | - |
|
§
|
A
world class Technology Center that combines a dedicated prototype
manufacturing center with an on-site Materials Analysis Lab (headed by two
staff PhD’s) for the seamless introduction of complex
electronics
|
|
§
|
A
sophisticated Lean/Sigma continuous improvement program supported by five
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
|
(Dollars in thousands)
|
At December 16, 2009
|
|||
Current
Assets
|
$ | 8,458 | ||
Land
|
813 | |||
Building
|
5,087 | |||
Equipment
|
2,761 | |||
Other/Intangible
Assets
|
360 | |||
Total
assets acquired
|
17,479 | |||
Current
Liabilities
|
$ | 2,268 | ||
Long
Term Liabilities
|
100 | |||
Total
Liabilities Acquired
|
$ | 2,368 | ||
Net
assets acquired
|
$ | 15,111 | ||
Cash
paid to Seller via acquisition of debt
|
$ | 15,111 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
Mar 26, 2010
|
Mar 27, 2009
|
Mar 26, 2010
|
Mar 27, 2009
|
|||||||||||||
Net
Sales
|
$ | 25,232 | $ | 21,779 | $ | 48,930 | $ | 42,596 | ||||||||
Net
Earnings Before Tax
|
1,593 | 1,638 | 3,222 | 2,205 | ||||||||||||
Net
Income
|
$ | 1,036 | $ | 2,957 | 2,094 | $ | 3,322 | |||||||||
Basic
earnings per share
|
$ | .12 | $ | .34 | $ | .24 | $ | .37 | ||||||||
Diluted
earnings per share
|
$ | .11 | $ | .32 | $ | .22 | $ | .36 | ||||||||
Weighted
average number of common and common equivalent shares
outstanding:
|
||||||||||||||||
Basic
|
8,974,796 | 8,789,846 | 8,903,765 | 8,858,184 | ||||||||||||
Diluted
(See MD&A page 14)
|
9,651,921 | 9,153,384 | 9,593,155 | 9,341,210 |
Description
|
Estimated Useful Lives
|
||
Land
improvements
|
10
years
|
||
Buildings
and improvements
|
5
to 40 years
|
||
Machinery
and equipment
|
3
to 5 years
|
||
Furniture
and fixtures
|
|
3
to 7 years
|
Level
1:
|
Quoted
prices for identical assets or liabilities in active
markets.
|
Level
2:
|
Quoted
market prices for similar assets or liabilities in active markets; quoted
prices for identical or similar assets or liabilities in markets that are
not active; and model-derived valuations whose inputs are observable or
whose significant value drivers are observable. Fair values
assigned to GTC’s acquired fixed assets have been determined using Level
2.
|
Level
3:
|
Pricing
inputs are unobservable for the assets and liabilities and include
situations where there is little to no market activity for assets and
liabilities.
|
March 26, 2010
|
September 30, 2009
|
|||||||
Raw
Materials
|
$ | 6,908 | $ | 3,365 | ||||
Work-in-process
|
4,594 | 2,555 | ||||||
Finished
goods
|
559 | 571 | ||||||
$ | 12,061 | $ | 6,491 |
|
§
|
A
$15,000,000 Revolving Credit Facility available for direct
borrowings. Borrowings under this facility cannot exceed the
lesser of the Borrowing Base or $15,000,000. The Borrowing Base
is the sum of 85% of eligible receivables plus 35% of eligible
inventories. Loans under this facility bear interest at LIBOR
plus the Applicable Margin which is based on the Company's Total
Debt/EBITDARS. On the date of closing, the interest rate was
4.25%. The revolving credit facility terminates on December 16,
2012. The Company will incur quarterly commitment fees based on the unused
amount of the revolving credit facility. As of March 26, 2010,
outstanding loans under the revolving credit agreement were $7.2
million.
|
|
§
|
A
$5,000,000 Term Loan (the “GTC Term Loan”) amortized equally over 60
months beginning December, 2009. The principal amount of the
term loan will be paid in equal monthly payments of $83,333
each. The GTC Term Loan bears interest at 4.5%. The
remaining principal balance was $4.8 million as of March 26,
2010. The GTC Term Loan matures on December 16,
2014.
|
|
§
|
A
$4,000,000 Commercial Mortgage Term Loan that bears interest at
4.5%. The principal amount of the Mortgage Loan will be paid in
equal monthly installments of $22,222 each. The mortgage
matures on December 16, 2014. The remaining balance was $3.9
million as of March 26, 2010.
|
|
§
|
A
$1,500,000 Equipment Line of Credit. Amounts under this
facility are available to the Company in the discretion of Lender until
December 16, 2010 or such later date as agreed by Lender. Such
facility is in the aggregate amount of $1,500,000 less the amount of
Equipment Line Loans made under the Prior Agreement. As of
March 26, 2010 the Company had used $0.9 million of the $1.5
million. Amounts borrowed under the Equipment Line of Credit
will be repaid in sixty equal monthly principal payments plus interest, on
the first day of the month following the date
borrowed. Interest on the New Equipment Line of Credit accrues
at 4.5%.
|
|
§
|
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 26, 2010 was $0.6 million inclusive of an accelerated
payment of $0.5 million made during the fourth quarter of fiscal
2008.
|
|
§
|
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 $389,236 per year. At March 26, 2010 our remaining
unpaid balance for the lease was $1.2
million.
|
Year 1
|
Year 2
|
Year 3 (1)
|
Year 4
|
Year 5
|
||||||||||||||
$ | 2,477 | $ | 2,437 | $ | 9,493 | $ | 1,532 | $ | 3,638 |
3
Months
|
YTD
|
3
Months
|
YTD
|
|||||||||||||
Mar
26, 2010
|
Mar
26, 2010
|
Mar
27, 2009
|
Mar
27, 2009
|
|||||||||||||
Current
Tax Expense
|
||||||||||||||||
Federal
|
32 | 55 | - | - | ||||||||||||
State
/ Other
|
4 | 7 | - | - | ||||||||||||
Deferred
Tax Expense/(Benefit)
|
||||||||||||||||
Federal
|
506 | 875 | (1,186 | ) | (955 | ) | ||||||||||
State
/ Other
|
15 | 27 | (315 | ) | (254 | ) | ||||||||||
Provision
for/(Benefit from)
|
||||||||||||||||
Income
taxes
|
557 | 964 | (1,501 | ) | (1,209 | ) |
March 26, 2010
|
September 30, 2009
|
|||||||
Net
operating loss and AMT credit carryovers
|
$ | 13,002 | $ | 13,940 | ||||
Accelerated
depreciation
|
546 | 546 | ||||||
New
York State investment tax credits
|
3,265 | 3,265 | ||||||
Inventories
|
140 | 140 | ||||||
Other
|
292 | 292 | ||||||
17,245 | 18,183 | |||||||
Remaining
Valuation allowance
|
(3,107 | ) | (3,107 | ) | ||||
Current
and Long Term Deferred Tax Asset
|
$ | 14,138 | $ | 15,076 |
3 MO. ENDED
|
3 MO. ENDED
|
6 MO. ENDED
|
6 MO. ENDED
|
|||||||||||||
MAR 26, 2010
|
MAR 27, 2009
|
MAR 26, 2010
|
MAR 27, 2009
|
|||||||||||||
Risk
free interest rate
|
2.35 | % | 2.00 | % | 2.35 | % | 2.00 | % | ||||||||
Expected
term
|
4.9
years
|
4.2
years
|
4.9
years
|
4.2
years
|
||||||||||||
Volatility
|
54 | % | 49 | % | 54 | % | 49 | % | ||||||||
Expected
annual dividends
|
none
|
none
|
none
|
none
|
||||||||||||
Options
Granted:
|
||||||||||||||||
Wgt.Avg.
fair value per share
|
$ | 2.84 | $ | 0.53 | $ | 2.35 | $ | 0.53 | ||||||||
Aggregate
total value
|
$ | 21,300 | $ | 30,880 | $ | 120,480 | $ | 30,880 |
Fiscal Year
|
Amount
|
|||
2010
|
649,617 | |||
2011
|
657,338 | |||
2012
|
659,910 | |||
2013
|
389,804 | |||
Total
minimum lease payments
|
$ | 2,356,669 |
For
Three Months Ended
|
March
26, 2010
|
March
27, 2009
|
||||||
Net
sales
|
$ | 25.2 | $ | 16.3 |
For
Three Months Ended
|
March
26, 2010
|
March
27, 2009
|
||||||
Gross
profit
|
$ | 4,018 | $ | 2,607 | ||||
Gross
profit percent
|
15.9 | % | 16.0 | % |
For
Three Months Ended
|
March
26, 2010
|
March
27, 2009
|
||||||
Selling
and administrative expense
|
$ | 2,035 | $ | 1,464 | ||||
Selling
and administrative expense percent
|
8.1 | % | 9.0 | % |
For
Six Months Ended
|
March
26, 2010
|
March
27, 2009
|
||||||
Net
sales
|
$ | 43.3 | $ | 32.2 |
For
Six Months Ended
|
March
26, 2010
|
March
27, 2009
|
||||||
Gross
profit
|
$ | 6,831 | $ | 4,841 | ||||
Gross
profit percent
|
15.8 | % | 15.0 | % |
For
Six Months Ended
|
March
26, 2010
|
March
27, 2009
|
||||||
Selling
and administrative expense
|
$ | 3,535 | $ | 2,751 | ||||
Selling
and administrative expense percent
|
8.2 | % | 8.5 | % |
Covenant
|
Requirement
|
Actual Performance
|
|||
▪
|
Minimum
quarterly EBITDARS
|
≥ $
1,000,000
|
$
2,262,000
|
||
▪
|
Fixed
Charge Coverage
|
≥ 1.25x
|
2.9x
|
||
▪
|
Total
Debt to EBITDARS
|
≤ 3.50x
|
2.1x
|
Nominee
|
Votes
FOR
|
Authority
Withheld
|
W.
Barry Gilbert
|
4,103,251
|
194,615
|
Eben
S. Moulton
|
4,109,185
|
188,681
|
James
C. Rowe
|
3,994,615
|
303,251
|
Carl
E. Sassano
|
4,104,233
|
193,633
|
Amy
L. Tait
|
4,102,051
|
195,815
|
Jerold
L. Zimmerman
|
4,109,185
|
188,681
|
Votes
FOR
|
Votes
AGAINST
|
Votes
ABSTAINING
|
8,099,714
|
14,555
|
42,054
|
10.1
|
Amendment
1, dated as of February 26, 2010, to the Amended and Restated Credit
Facility Agreement, dated as of December 16, 2009, by and among IEC
Electronics Corp. and Manufacturers and Traders Trust
Company.
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31.1
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Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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31.2
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Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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32.1
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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
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IEC
ELECTRONICS CORP.
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REGISTRANT
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Dated:
April 28, 2010
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/s/ W. Barry Gilbert
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W.
Barry Gilbert
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Chairman
and
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Chief
Executive Officer
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Dated:
April 28, 2010
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/s/ Michael Schlehr
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Michael
Schlehr
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Vice
President and Chief Financial
Officer
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