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) – December 21, 2012
IEC ELECTRONICS CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-6508 | 13-3458955 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
105 Norton Street, Newark, New York 14513
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code (315) 331-7742
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On December 21, 2012, IEC Electronics Corp. mailed a letter from its Chairman to its stockholders, together with its Annual Report on Form 10-K for the fiscal year ended September 30, 2012 and Proxy Statement for its 2013 Annual Meeting of Stockholders. A copy of the letter is attached as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 99.1 Chairman’s Letter to Stockholders
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Neither the filing or furnishing of any exhibit to this report nor the inclusion in such exhibit of a reference to the Company’s Internet address shall, under any circumstances, be deemed to incorporate the information available at such address into this report. The information available at the Company’s Internet address is not part of this report.
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.
| IEC Electronics Corp. | |||
| (Registrant) | |||
| Date: December 21, 2012 | By: | /s/ W. Barry Gilbert | |
| W. Barry Gilbert | |||
| Chief Executive Officer |
EXHIBIT INDEX
Exhibit 99.1 Chairman’s Letter to Stockholders
Exhibit 99.1
Dear Shareholder,
Every year when I write this note I imagine technology that enables me to sit in your living room and tell you about your company. If I could, I would say that your company, the company some of you invested in when our shares traded at $0.05 cents, $0.50 cents or $5.00, is growing and it is in the best financial shape in probably the last twenty years.
I read your letters and e-mails, and appreciate every one of them. Your statements of support are greatly appreciated and your words of counsel are seriously considered. I am pleased to report that 2012 was another good year for IEC Electronics. Our Company has grown steadily over the last seven years and this year, our eighth, was no exception. I’d like to take this opportunity to update you with respect to our thoughts about this past year and the opportunities we see before us.
Our strategy can be divided into two main categories; the first is to focus on our current markets and customers who have a reason to manufacture their products in the U.S., and second; to expand our position in niche segments of far larger markets. These niche markets are driven by the demand for a collection of manufacturing and service competencies. In some cases we add new capabilities to satisfy specific customer demand, especially if we can leverage the new proficiency across other clients. In other cases we invest in additional capabilities that enhance the value of IEC to future customers. All of these initiatives support our customers’ ability to deliver greater returns to their shareholders and us, in turn, to ours.
Over the last four years we have taken advantage of inexpensive financing to build our business. We used the increased cash flow from our expanded operations to create the unique competitive position that further increased our earnings and increased our free cash flow, which was used to reduce our debt and de-leverage our balance sheet. I view this as a responsible use of debt.
Your belief in us is being rewarded. IEC is a business with substantially reduced debt and far higher earnings. Since our first acquisition in 2008, our operating income and EBITDA have doubled and redoubled and we are on a path to redouble yet again - all as a result of our strategy. But more important than top-line growth, our acquisitions provided IEC with new capabilities that allow us to offer our customers a broader group of services thereby expanding the markets IEC serves.
Our sales growth this past year was 9%, on the low end of our range. We can offer numerous reasons for delays, from the timing of releases of orders from our military customers on through engineering changes. In the end, we grew the business 9%. We could increase our revenue by acquiring market share in markets of limited strategic value. However, we don’t believe that is either what you would expect or what we believe is the right way to operate the company. Our vision remains to provide a specialized group of capabilities and services that significantly and uniquely enhance our customers’ supply chain whereby IEC becomes the preferred supplier. I believe that we have many of these capabilities in place or can create them organically. However, I will not rule out a strategic acquisition that furthers our vision and creates meaningful economic value for IEC shareholders.
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While our compounded annual growth rate since 2008 has been 29.7%, I continue to be relatively cautious about the upcoming year and currently expect our growth will be between 9% and 14%. As discussed on a number of occasions, I do question how the possible unraveling of the European markets and the slow down in the Far East will impact the United States economy. I continue to see the U.S economy quite muddled with pockets of brightness. To be more aggressive at this time would be misplaced enthusiasm.
Our military customers do not currently expect “sequestration” to impact us. However, we are constantly assessing the situation. With respect to the military and aerospace markets, I am regularly asked to identify some of our programs and platforms we support. The military and aerospace sector of the company appears to be growing faster than other parts of the company. It represents the largest single portion of the company and deserves some color and texture. We are on the F-15 upgrade, C-130 upgrade, B1-b, B2, B-52, F-16, F-18 and F-35 platform(s). We also support the Black Hawk, Chinook, and Apache helicopters. Continuing, we provide components for various unmanned aerial vehicles (UAV’s), including Predator, Hunter, Global Hawk, and Fire Scout. In addition, we are on the Tomahawk, Hellfire, SDB, Sentinel, and Patriot weapon and defense systems. We also support a number of new long-term programs that received funding in the Senate Bill for the Department of Defense passed in early December 2012. Given my current line of sight I am positive about the Military and Aerospace section of our business. With that said, I cannot ignore the significant uncertainties facing the U.S. economy, and am currently taking a conservative view of our top line growth for fiscal 2013.
In closing I would be remiss if I did not mention that IEC received for the second year in a row, and the third year out of four, Forbes magazine recognition. This year IEC Electronics was selected #6 on Forbes Top 100 Best Small Companies in the country.
I would like to thank everyone at IEC for their efforts that yielded such strong results, and you, our shareholders, for your continued confidence and support.
W. Barry Gilbert
Chairman, IEC Electronics Corp.
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