0001144204-13-030317.txt : 20130520 0001144204-13-030317.hdr.sgml : 20130520 20130520083859 ACCESSION NUMBER: 0001144204-13-030317 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130515 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130520 DATE AS OF CHANGE: 20130520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEC ELECTRONICS CORP CENTRAL INDEX KEY: 0000049728 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 133458955 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34376 FILM NUMBER: 13856878 BUSINESS ADDRESS: STREET 1: 105 NORTON ST CITY: NEWARK STATE: NY ZIP: 14513 BUSINESS PHONE: 3153317742 MAIL ADDRESS: STREET 1: PO BOX 271 CITY: NEWARK STATE: NY ZIP: 14513 FORMER COMPANY: FORMER CONFORMED NAME: INTERCONTINENTAL ELECTRONICS CORP DATE OF NAME CHANGE: 19730601 8-K 1 v345658_8k.htm FORM 8-K

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) – May 15, 2013

 

IEC ELECTRONICS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

0-6508 13-3458955
(Commission File Number) (IRS Employer Identification No.)

 

105 Norton Street, Newark, New York 14513

(Address of principal executive offices)(Zip code )

 

(315) 331-7742

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 1.01Entry into a Material Definitive Agreement

 

On May 15, 2013, IEC Electronics Corp. (the “Company”) and Manufacturers and Traders Trust Company (“M&T”) entered into a First Amendment to Fourth Amended and Restated Credit Facility Agreement (the “Amendment”), which amended the Fourth Amended and Restated Credit Agreement between M&T and the Company (a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 25, 2013) ( the “2013 Credit Agreement”). Pursuant to the Amendment, M&T agreed to waive events of default arising from the Company’s non-compliance with covenants related to Debt to EBITDARS Ratio, Minimum Quarterly EBITDARS and Fixed Charge Coverage Ratio during the fiscal quarter ended March 29, 2013. In addition, the Amendment modified the covenants requiring the Company to maintain a specified Debt to EBITDARS Ratio and Fixed Charge Coverage Ratio for future fiscal quarters as follows:

 

·Debt to EBITDARS:

 

2013 Credit Agreement, before amendment:

3/31/2013 through and including 9/29/2013 < 3.00 to 1.00
9/30/2013 and thereafter <2.75 to 1.00

 

2013 Credit Agreement, as modified by the Amendment:

6/28/2013 through and including 12/27/2013 < 3.25 to 1.00
12/28/2013 through and including 3/28/2014 <3.00 to 1.00
3/29/2014 and thereafter < 2.75 to 1.00

 

·Fixed Charge Coverage Ratio:

 

2013 Credit Agreement, before amendment:

3/31/2013 and thereafter < 1.25 to 1.00

 

2013 Credit Agreement, as modified by the Amendment:

6/28/2013 >0.95 to 1.00
9/30/2013 >1.00 to 1.00
12/27/2013 >1.15 to 1.00
3/28/2014 and thereafter >1.25 to 1.00

 

M&T previously waived the default under the 2013 Credit Agreement caused by the failure to provide financial statements in accordance with generally accepted accounting principles for fiscal 2012, the quarterly periods during fiscal 2012, and the first fiscal quarter of 2013. In addition, M&T has waived the default under the 2013 Credit Agreement caused by failure to timely deliver the financial statements for the fiscal quarter ended March 29, 2013 provided that such financial statements are delivered on or before July 15, 2013. Except as so waived and as modified by the Amendment, the 2013 Credit Agreement remains unchanged. The foregoing description of the Amendment is a summary of the terms of the Amendment, and is qualified in its entirety by the text of the Amendment itself, a copy of which is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.02Results of Operations and Financial Condition

 

Information included in Item 7.01, Item 8.01 under the heading “Preliminary Estimated Results of Quarter Ended March 29, 2013,” and Exhibit 99.1 is incorporated by reference herein.

 

2
 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

The Company notified NYSE MKT on May 17, 2013 that it would not timely file its Quarterly Report on Form 10-Q for the quarter ended March 29, 2013, and as a result would fail to satisfy the standards for continued listing contained in sections 134 and 1101. In response to such failure, the registrant is filing the Press Release described in Item 7.01, and is dedicating significant resources toward the process of completing as soon as possible both the restatement described in Item 8.01 below and its financial statements for the quarter ended March 29, 2013.

 

Item 7.01Regulation FD Disclosure

 

Press Release

 

On May 20, 2013, the Company issued a press release announcing among others preliminary estimated financial results for the quarter ended March 29, 2013 and cancelling the investor call scheduled for May 21, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 8.01Other Events

 

Restatement and Failure to Timely File Reports

 

As previously reported in the Current Report on Form 8-K filed on May 1, 2013 (“Restatement 8-K”), on April 25, 2013, the Audit Committee of the Board of Directors of the Company determined that the financial statements for the Company’s fiscal year ended September 30, 2012 (“FY 2012”), as included in the Company’s Annual Report on Form 10-K for FY 2012, as well as the unaudited interim consolidated financial statements for the fiscal quarter and year-to-date periods ended December 30, 2011, March 30, 2012, June 29, 2012 and December 28, 2012 (the “Restated Periods”), as included in the Company’s Quarterly Reports on Form 10-Q for those quarters, require restatement, because the Company was incorrectly accounting for work-in-process inventory at one of its subsidiaries, Southern California Braiding, Inc. The Company intends to include the immaterial impact of the same incorrect accounting during fiscal 2011 in its restated report for the first quarter of fiscal 2012.

 

Due to the continuing review of these matters, the Company has been unable to finalize its financial statements for the fiscal quarter ended March 29, 2013 (“Q2-2013”) or to file its Quarterly Report on Form 10-Q for Q2-2013 (“Q2-2013 10-Q”). On May 13, 2013, the Company filed a Notification of Late Filing on Form 12b-25 extending the filing deadline for the Q2-2013 10-Q from May 13, 2013 to May 20, 2013. At the time the Company filed the Form 12b-25, it anticipated meeting the extended filing deadline for the Q2-2013 10-Q. However, despite the significant work to date, the Audit Committee has determined further review of the facts and circumstances giving rise to the restatement is necessary before the Company’s financial statements are finalized and filed. Accordingly, the Company will not meet the extended filing deadline and the Company’s Q2-2013 10-Q will not be filed on a timely basis. The Company will continue to dedicate significant resources toward the process of completing the restatement and its financial statements as soon as possible, and currently anticipates within the next 45 days that its restatements and the Q2-2013 10-Q will be filed.

 

As previously reported in the Restatement 8-K, management has concluded that there was a material weakness in the Company’s internal control over financial reporting during the Restated Periods. Management has identified, and is in the process of implementing, steps to remediate the material weakness to the extent such weakness has been currently identified. Management is continuing to assess the effectiveness of the Company’s internal controls, and any steps necessary for further remediation.

 

The Company’s estimates for the restatement adjustment to the Company’s consolidated financial statements provided in the Restatement 8-K have not changed. However, the Company cautions that additional information could be discovered as a result of the preparation of the restated financial statements and the further review referred to above that could cause the Company to have to make additional adjustments, to its previously reported financial information or changes to the information contained in the Restatement 8-K or to the preliminary estimated results for Q2-2013 set forth and discussed herein.

 

3
 

 

Preliminary Estimated Results of Quarter Ended March 29, 2013

 

As indicated above, the Company’s Q2-2013 10-Q will not be filed on a timely basis, and the Company has not finalized its financial statements for Q2-2013. However, the Company’s preliminary estimated financial results (unaudited in thousands) for Q2-2013 are as follows:

 

Net Sales  $33,681 
Gross Profit  $2,899 
Operating Loss  $(1,412)
Loss Before Benefit From Income Taxes  $(1,827)
Net Loss  $(1,144)
      
Total Current Assets  $42,982 
Total Assets  $87,035 
Total Current Liabilities  $19,071 
Total Liabilities  $47,054 

 

Borrowings under our credit facilities, less cash, decreased on March 29, 2013 compared to December 27, 2013 by approximately $1 million.

 

Item 9.01Financial Statements and Exhibits

 

(d)   Exhibits

 

Exhibit 10.1 First Amendment to Fourth Amended and Restated Credit Facility Agreement
Exhibit 99.1 Press Release issued by IEC Electronics Corp. on May 20, 2013

 

This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such Acts for forward-looking statements. These forward-looking statements (such as when we describe what we “expect,” “anticipate” or “estimate” will occur, and other similar statements) include, but are not limited to, all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. Specific risks and uncertainties include, but are not limited to, those set forth in the “Risk Factors” section of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Additional risks and uncertainties resulting from the existence, timing and outcome of the Company’s restatement (including further review of the facts and circumstances giving rise to it) could, among others, (i) result in additional changes to the financial information previously provided by the Company or included herein, (ii) result in delisting of the Company’s stock from NYSE MKT, (iii) cause the Company to incur substantial additional legal, accounting and other expenses, (iv) cause the Company’s independent registered public accounting firm to withdraw their opinion regarding the financial statements for the Restated Periods, (v) cause a default under the Company’s credit arrangements with M&T Bank with respect to which, if the bank chooses to exercise its remedies, the Company may not be able to obtain replacement financing or continue its operations, (vi) result in shareholder, governmental or other actions, (vii) cause the Company’s customers, including the government contractors with which it deals, to lose confidence in the Company or cause a default under the Company’s contractual arrangements or (viii) affect the ability of the Company to remediate the existing material weakness in the Company’s internal controls over financial reporting or lead to the identification of new or additional deficiencies or material weaknesses. Any one or more of such risks and uncertainties could have a material adverse effect on the Company or the value of its common stock.

 

4
 

 

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

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 exhibits 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.

 

5
 

 

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:  May 20, 2013 By: /s/ W. Barry Gilbert  
    W. Barry Gilbert  
    Chief Executive Officer  

 

6

 

EX-10.1 2 v345658_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT

 

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 15 day of May, 2013, by and between IEC ELECTRONICS CORP., a corporation formed under the laws of the State of Delaware (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”).

 

WITNESSETH:

 

WHEREAS, the parties hereto are parties to a Fourth Amended and Restated Credit Facility Agreement dated as of January 18, 2013 (as amended, the “Credit Agreement”);

 

WHEREAS, Section 12.1, Section 12.2 and Section 12.3 of the Credit Agreement require that the Borrower maintain certain financial covenants unless the Lender otherwise consents in writing; and

 

WHEREAS, Borrower has requested and the Lender has agreed to (i) waive Events of Default arising from non-compliance with the aforementioned covenants for the Fiscal Quarter ending March 29, 2013 and (ii) modify the covenants in Section 12.1 and Section 12.3 for future Fiscal Quarters, all on the terms and conditions herein set forth.

 

NOW, THEREFORE, for due consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.          DEFINITIONS. All capitalized terms used herein and not defined shall have the meaning given such terms in the Credit Agreement.

 

2.          AMENDMENTS. Effective as of the date of this Amendment:

 

(a)         Section 12.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

“12.1    Debt to EBITDARS. Maintain at all times a Debt to EBITDARS Ratio, on a consolidated basis, no greater than the following ratios for the following periods, reported at the end of each Fiscal Quarter:

 

6/28/2013 through and including 12/27/2013 < 3.25 to 1.00
   
12/28/2013 through and including 3/28/2014 < 3.00 to 1.00
   
3/29/2014 and thereafter < 2.75 to 1.00”

 

 
 

 

(b)          Section 12.3 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

“12.3      Fixed Charge Coverage Ratio. Commencing with the three month period ending June 28, 2013, maintain at all times a Fixed Charge Coverage Ratio, on a consolidated basis, no less than the following ratios for the following periods, reported at the end of each Fiscal Quarter:

 

6/28/2013 > 0.95 to 1.00
   
9/30/2013 > 1.00 to 1.00
   
12/27/2013 > 1.15 to 1.00
   
3/28/2014 and thereafter > 1.25 to 1.00”

 

3.          WAIVER. Lender hereby waives any Event of Default arising under Section 14.1(b) of the Credit Agreement as a result of Borrower’s non-compliance with Section 12.1, Section 12.2 and Section 12.3 of the Credit Agreement for the Fiscal Quarter ending March 29, 2013. Borrower acknowledges and agrees that the foregoing waiver shall not constitute a waiver of any Event of Default arising under (i) any other covenant in the Credit Agreement for any period not specified herein or (ii) any financial covenant in the Credit Agreement for any other period.

 

4.          Representations and Warranties. Borrower hereby makes the following representations and warranties to the Lender as of the date hereof, each of which shall survive the effectiveness of this Amendment and continue in effect as of the date hereof so long as any Obligations remain unpaid:

 

4.1           Authorization. Borrower has full power and authority to borrow under the Credit Agreement, as amended by this Amendment, and to execute, deliver and perform this Amendment and any documents delivered in connection with it and all other related documents and transactions, all of which have been duly authorized by all proper and necessary corporate action. The execution and delivery of this Amendment by Borrower will not violate the provisions of, or cause a default under, Borrower’s Organizational Documents, any law or any agreement to which Borrower is a party or by which it or its assets are bound.

 

4.2           Binding Effect. This Amendment has been duly executed and delivered by Borrower, and the Credit Agreement, as amended by this Amendment, is the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except to the extent that enforcement of any such obligations of the Borrower may be limited by bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors generally.

 

4.3           Consents; Governmental Approvals. No consent, approval or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person is required in connection with the valid execution, delivery or performance of this Amendment or any other document executed and delivered by Borrower herewith or in connection with any other transactions contemplated hereby.

 

- 2 -
 

 

4.4           Representations and Warranties. The representations and warranties contained in the Credit Agreement, as amended by this Amendment, are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof, except for those representations that by their terms are made as of a specific date.

 

4.5           No Events of Default. No Event of Default and no event which, with notice and/or the passage of time, would constitute an Event of Default has occurred or is continuing, except as waived by this Amendment.

 

4.6           No Material Misstatements. Neither this Amendment nor any document delivered to Lender by Borrower or any Credit Party to induce Lender to enter into this Amendment contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances in which they were made.

 

5.          CONDITIONS OF AMENDMENT. The Lender shall have no obligation to execute or deliver this Amendment until each of the following conditions shall have been satisfied:

 

5.1           Authorization. Borrower shall have taken all appropriate corporate action to authorize, and its directors, if and as required by Borrower’s Organizational Documents, shall have adopted resolutions authorizing the execution, delivery and performance of this Amendment and the taking of all other action contemplated by this Amendment, and Lender shall have been furnished with copies of all such corporate action, certified by an authorized officer of Borrower as being true and correct and in full force and effect without amendment on the date hereof, and such other corporate documents as Lender may request.

 

5.2           Consents. Borrower shall have delivered to Lender any and all consents, if any, necessary to permit the transactions contemplated by this Amendment.

 

5.3           Fees. Borrower shall have paid all reasonable fees and disbursements of Lender’s counsel and all recording fees, search fees, charges and taxes in connection with this Amendment and all transactions contemplated hereby or made other arrangements with respect to such payment as are satisfactory to Lender.

 

5.4           Deliveries. Borrower shall have delivered to Lender, this Amendment and such additional documents, consents, authorizations, insurance certificates, governmental consents and other instruments and agreements as Lender or its counsel may reasonably require and all documents, instruments and other legal matters in connection with the Loan Documents shall be reasonably satisfactory to Lender and its counsel.

 

5.6           Representations and Warranties. The representations and warranties set forth in this Amendment and in the Loan Documents shall be true, correct and complete on the date hereof, except those representations that by their terms are made as of a specific date.

 

5.7           No Event of Default. No Event of Default or Default shall have occurred and be continuing on the date hereof, except as waived by this Amendment.

 

- 3 -
 

 

5.8           No Material Misstatements. Neither this Amendment nor any document delivered to Lender by or on behalf of Borrower to induce Lender to enter into this Amendment contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances in which they were made.

 

6.          MISCELLANEOUS.

 

6.1           Reaffirmation of Security Documents. Borrower hereby (a) acknowledges and reaffirms the execution and delivery of the Security Documents, (b) acknowledges, reaffirms and agrees that the security interests granted under the Security Documents continue in full force and effect as security for all indebtedness, obligations and liabilities under the Loan Documents, as may be amended from time to time, and (c) remakes the representations and warranties set forth in the Security Documents as of the date hereof.

 

6.2           Entire Agreement; Binding Effect. The Credit Agreement, as amended by this Amendment, represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all prior negotiations and any course of dealing between the parties with respect to the subject matter hereof. This Amendment shall be binding upon Borrower and its successors and assigns, and shall inure to the benefit of, and be enforceable by the Lender and its respective successors and assigns. The Credit Agreement, as amended hereby, is in full force and effect and, as so amended, is hereby ratified and reaffirmed in its entirety.

 

6.3           Severability. If any provision of this Amendment shall be determined by a court to be invalid, such provision shall be deemed modified to conform to the minimum requirements of applicable law.

 

6.4           Headings. The section headings inserted in this Amendment are provided for convenience of reference only and shall not be used in the construction or interpretation of this Amendment.

 

6.5           Counterparts. This Amendment may be executed by the parties hereto in separate counterparts (including those delivered by facsimile or other electronic means), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

 

[signature page follows]

 

- 4 -
 

 

[First Amendment to Amended and Restated Credit Facility Agreement]

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized officers as of the day and year first above written.

 

MANUFACTURERS AND TRADERS TRUST COMPANY,

 

By: /s/ J. Theodore Smith  
  Name:  J. Theodore Smith  
  Title:  Vice President  
     
IEC ELECTRONICS CORP.  
     
By: /s/ W. Barry Gilbert  
  Name:  W. Barry Gilbert  
  Title:  Chairman and Chief Executive Officer  

 

 

 

EX-99.1 3 v345658_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

    

 

105 Norton Street · Newark, NY 14513 · Ph: (315) 331-7742 · Fax: (315) 331-3547 · www.iec-electronics.com

 

IEC ANNOUNCES PRELIMINARY ESTIMATED SECOND QUARTER RESULTS; COMPANY PROVIDES UPDATE ON STATUS OF RESTATEMENTS

 

Newark, NY – May 20, 2013 – IEC Electronics Corp. (NYSE MKT: IEC) announced preliminary estimated results for the quarter ended March 29, 2013 and provided an update on the status of its restatements.

 

Status of Financial Statement Restatements

 

As reported on May 1, 2013, the Audit Committee of the Board of Directors of IEC Electronics Corp. (the “Company”) determined that the financial statements for the Company’s fiscal year ended September 30, 2012, as well as the unaudited interim consolidated financial statements for the fiscal quarter and year-to-date periods ended December 30, 2011, March 30, 2012, June 29, 2012 and December 28, 2012 (the “Restated Periods”), require restatement.

 

Due to the continuing review of these matters, the Company has been unable to finalize its financial statements for the quarter ended March 29, 2013 (“Q2-2013”) or to file its Quarterly Report on Form 10-Q for that period (the “Q2-2013 10-Q”) with the SEC. On May 13, 2013, the Company filed a Notification of Late Filing with the SEC extending the filing deadline for the Q2-2013 10-Q from May 13, 2013 to May 20, 2013. At the time the Company filed the Notification, it anticipated meeting the extended filing deadline for the Q2-2013 10-Q. However, despite the significant work to date, the Audit Committee has determined further review of the facts and circumstances giving rise to the restatement is necessary before the Company’s financial statements are finalized and filed. Accordingly, the Company will not meet the extended filing deadline and the Company’s Q2-2013 10-Q will not be filed on a timely basis. The Company will continue to dedicate significant resources toward the process of completing the restatement and its financial statements as soon as possible, and currently anticipates that within the next 45 days its restatements and the Q2-2013 10-Q will be filed.

 

The Company’s estimates for the restatement adjustment to the Company’s consolidated financial statements as previously reported have not changed. The estimated adjustment is provided in the Current Report on Form 8-K filed by the Company on May 1, 2013 (the “Restatement 8-K”) which is available on the IEC website at http://www.iec-electronics.com.

 

The Company cautions that additional information could be discovered as a result of the preparation of the restated financial statements and the further review referred to above that could cause the Company to have to make additional adjustments to its previously reported financial information or changes to the information contained in the Restatement 8-K or to the preliminary estimated results for Q2-2013 set forth and discussed herein.

 

1
 

 

Preliminary Estimated Results of Quarter Ended March 29, 2013

 

As indicated above, the Company’s Q2-2013 10-Q will not be filed on a timely basis, and the Company has not finalized its financial statements for Q2-2013. However, the Company’s preliminary estimated financial results (unaudited in thousands) for Q2-2013 are as follows:

 

Net Sales  $33,681 
Gross Profit  $2,899 
Operating Loss  $(1,412)
Loss Before Benefit From Income Taxes  $(1,827)
Net Loss  $(1,144)
      
Total Current Assets  $42,982 
Total Assets  $87,035 
Total Current Liabilities  $19,071 
Total Liabilities  $47,054 
Stockholders’ Equity  $39,981 

 

Borrowings under our credit facilities, less cash, decreased on March 29, 2013 compared to December 28, 2012 by approximately $1 million.

 

Revenue decreased in Q2-2013 by $4.3 million as compared to the second quarter of fiscal 2012 (“Q2-2012”). Aggregate revenue decreases in the medical, industrial and communications & other market sectors of $5.1 million were partially offset by increased revenue in the military & aerospace market sector of $0.8 million. Revenue for the medical market sector decreased $1.5 million primarily due to decreased demand from a customer upon completion of a recall program. Revenue for the industrial market sector decreased $2.4 million primarily due to a strategic decision by a customer to dual source product to mitigate risk. Revenue for the communications & other market sector also decreased by $1.2 million primarily due to decreased demand from two customers, one of which has moved some production in house, partially offset by revenue from a new customer. Military & aerospace revenue increased $1.2 million due primarily to revenue related to new programs from existing customers, revenue from a new customer and releases in military funding. These increases were partially offset by a $0.4 million decrease in revenue from one of the Company’s aerospace customers that discontinued outsourcing a product to IEC and used its excess capacity, created by decreased end-customer demand, to manufacture the product in house.

 

Q2-2013 gross profit decreased $5.2 million to 8.6% of sales from 21.3% of sales in Q2-2012. Lower sales volume and unfavorable changes in product mix at some locations were partially offset by higher sales volume and favorable changes in product mix at others. Lower than anticipated sales volumes at some locations reduced leverage on fixed manufacturing costs. In addition, higher labor costs were incurred as a result of anticipated higher revenue volumes which did not materialize in Q2-2013, particularly in the Southern California Braiding operation. The Company’s gross profit was also negatively impacted in the quarter by costs of resolving technical problems for a telecom customer. Lastly, during Q2-2013 the Company realigned manufacturing at its Newark, New York location from one large to three smaller operations focused on specific end markets, and the costs of realignment negatively impacted profitability in the quarter.

 

2
 

 

SG&A increased for the quarter primarily as a result of severance for former employees. The decrease in gross profit and increase in SG&A primarily resulted in the Company incurring a net loss of $1.1 million in Q2-2013, compared to net income of $2.5 million in Q2-2012. In response, the Company initiated reductions in labor, overhead and SG&A costs.

 

W. Barry Gilbert, Chief Executive Officer of the Company, commented “Operationally, this was a very difficult quarter. While revenues were slightly higher than the first quarter, we realized lower revenue compared to last year coupled with higher costs. Unfortunately, this quarter coincided with the need to restate our financial statements. We currently expect the restatement to be complete within approximately 45 days, and our estimates for the restatement adjustment to the Company’s consolidated financial statements as previously reported have not changed. We understand the importance of remaining focused on the growth and profitability of the business as we complete the work related to the restatement process, and are encouraged that during Q2-2013, the Company added new customers.”

 

Quarterly Investor Call Cancelled

 

Since the Company is not filing its Quarterly Report on Form 10-Q for the quarter ended March 29, 2013 and has not completed the restatement process, the conference call scheduled for May 21, 2013 at 10:00 a.m. Eastern time has been cancelled. The Company will not further discuss its financial results until the filing of its restated financial statements and financial statement for the second quarter of fiscal 2013.

 

This release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such Acts for forward-looking statements. These forward-looking statements (such as when we describe what we “expect,” “anticipate” or “estimate” will occur, and other similar statements) include, but are not limited to, all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. Specific risks and uncertainties include, but are not limited to, those set forth in the “Risk Factors” section of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Additional risks and uncertainties resulting from the existence, timing and outcome of the Company’s restatement (including further review of the facts and circumstances giving rise to it) could, among others, (i) result in additional changes to the financial information previously provided by the Company or included herein, (ii) result in delisting of the Company’s stock from NYSE MKT, (iii) cause the Company to incur substantial additional legal, accounting and other expenses, (iv) cause the Company’s independent registered public accounting firm to withdraw their opinion regarding the financial statements for the Restated Periods, (v) cause a default under the Company’s credit arrangements with M&T Bank with respect to which, if the bank chooses to exercise its remedies, the Company may not be able to obtain replacement financing or continue its operations, (vi) result in shareholder, governmental or other actions, (vii) cause the Company’s customers, including the government contractors with which it deals, to lose confidence in the Company or cause a default under the Company’s contractual arrangements or (viii) affect the ability of the Company to remediate the existing material weakness in the Company’s internal controls over financial reporting or lead to the identification of new or additional deficiencies or material weaknesses. Any one or more of such risks and uncertainties could have a material adverse effect on the Company or the value of its common stock.

 

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

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About IEC Electronics

IEC Electronics Corporation is a premier provider of electronic manufacturing services (“EMS”) to advanced technology companies primarily in the military and aerospace, medical, industrial and communications sectors. The Company specializes in the custom manufacture of high reliability, complex circuit cards, system level assemblies, a wide array of custom cable and wire harness assemblies, precision sheet metal products, and advanced research and testing services. As a full service EMS provider, IEC is a world-class ISO 9001:2008, AS9100 and ISO13485 certified company. The AS9100 certification enables IEC to serve the military and commercial aerospace markets. The ISO13485 certification supports the quality requirements of medical device markets. The Company is also AC7120 Nadcap accredited for electronics manufacturing to support the most stringent quality requirements of the aerospace industry, as well as ITAR registered and NSA approved under the COMSEC standard. Dynamic Research and Testing Laboratories (DRTL), the Company’s newest business unit, is an ISO 17025 accredited laboratory specializing in the testing and detection of counterfeit electronic parts, as well as component risk mitigation and advanced failure analysis. IEC Electronics is headquartered in Newark, NY (outside of Rochester) and also has operations in Rochester, NY, Albuquerque, NM and Bell Gardens, CA. Additional information about IEC can be found on its web site at www.iec-electronics.com.

 

Contact:

John Nesbett/Jennifer Belodeau

Institutional Marketing Services (IMS)

(203) 972-9200

jnesbett@institutionalms.com

 

4

 

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