-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmMgE50iH5Mxl02CrxHTgODwGZLYxaJb1iCQW2T+V/GSNnvRbw0PK70S8nbR9UaH EpHRMKpzPstNHoz2whjU4g== 0001157523-05-010114.txt : 20051115 0001157523-05-010114.hdr.sgml : 20051115 20051114173317 ACCESSION NUMBER: 0001157523-05-010114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACO ELECTRONICS INC CENTRAL INDEX KEY: 0000052971 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111978958 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-34664 FILM NUMBER: 051203123 BUSINESS ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 6312735500 MAIL ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 8-K 1 a5020242.txt JACO ELECTRONICS 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) November 14, 2005 JACO ELECTRONICS, INC. (Exact name of registrant as specified in its charter) New York 000-05896 11-1978958 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 145 Oser Avenue, Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 273-5500 -------------- Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 14, 2005, Jaco Electronics, Inc. (the "Company") issued a press release announcing its financial results for its first quarter of the fiscal year ending June 30, 2006. A copy of the press release is furnished within this report as Exhibit 99.1. The information in this report is being furnished, and is not deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein. ITEM 7.01. REGULATION FD DISCLOSURE ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 A copy of the Jaco Electronics, Inc. Press Release dated November 14, 2005 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. JACO ELECTRONICS, INC. By: /s/ Jeffrey D. Gash ------------------------------- Name: Jeffrey D. Gash Title: Executive Vice President Date: November 14, 2005 EX-99.1 2 a5020242ex99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Jaco Electronics Reports Improved First Quarter Results from Continuing Operations HAUPPAUGE, N.Y.--(BUSINESS WIRE)--Nov. 14, 2005--Jaco Electronics, Inc. (Nasdaq:JACO): Conference Call: November 15, at 9:30 a.m. (Eastern) Dial-in numbers: 888/214-7577 Webcast/Replay URL: http://www.investorcalendar.com/IC/CEPage.asp?ID=97856 Jaco Electronics, Inc. (Nasdaq:JACO), a distributor of electronic components and integrator of flat panel solutions, today reported results for its fiscal 2006 first quarter ended September 30, 2005. Summary of Fiscal 2006 First Quarter Results ($ in thousands, except per-share data) - ---------------------------------------------------------------------- Three Months Ended Sept. 30, - ---------------------------------------------------------------------- 2005 2004 - ---------------------------------------------------------------------- Net sales $ 52,461 $ 60,237 - ---------------------------------------------------------------------- Operating profit (loss) 275 (1,087) - ---------------------------------------------------------------------- Loss from continuing operations before income taxes (291) (1,449) - ---------------------------------------------------------------------- Loss from discontinued operations, net of taxes (1) - (64) - ---------------------------------------------------------------------- Gain on sale of subsidiary, net of taxes - 831 - ---------------------------------------------------------------------- Net loss (99) (247) - ---------------------------------------------------------------------- Diluted loss per share from continuing operations (0.02) (0.16) - ---------------------------------------------------------------------- Diluted loss per share from discontinued operations, net of taxes (1) - (0.01) - ---------------------------------------------------------------------- Gain per share on sale of subsidiary, net of taxes - 0.13 - ---------------------------------------------------------------------- Diluted net loss per share (0.02) (0.04) - ---------------------------------------------------------------------- (1) Jaco Electronics reported on September 21, 2004 the sale of its contract manufacturing subsidiary, Nexus Custom Electronics, Inc. As a result, the operations of Nexus Custom Electronics are classified as discontinued as of July 1, 2003 (the beginning of Jaco's 2004 fiscal year). Jaco's Chairman and Chief Executive Officer, Joel Girsky, stated, "Jaco's improved fiscal first quarter results, including the operating profit and a significantly reduced net loss from continuing operations, reflect a company-wide focus on Jaco's U.S.-based business, Asian logistics programs, our discipline in reducing the Company's costs, and an increase in gross profit margins, compared to the prior-year quarter. "Our flat panel display offerings continue to offer diversification to our core component distribution business and we were successful during the quarter in further utilizing the capacity of our new flat panel engineering and integration center. As reported previously, during the quarter Jaco was awarded a multi-million dollar, electronic voting machine contract from Sequoia to manufacture EDGE 2, 15-inch flat panel touch-screen voting machines for Chicago and the surrounding Cook County, Illinois regions. These products will be manufactured and shipped over the next few months. "The increase gross profit margins is primarily attributable to lower-margin logistics programs representing a smaller percentage of our overall revenue in the fiscal 2006 first quarter than in prior recent periods. Our balance in the market between our core U.S. distribution operations, our Far Eastern logistics services and the expanding flat panel display (FPD) market will result in quarter to quarter margin variability depending on which product has the biggest contribution to net sales. We believe that Jaco is positioned in each of these areas to support our customers with a broad range of value-added products and services. "During the quarter, we reduced SG&A by 21 percent on a year-over-year basis, which contributed to the operating profit achieved during the quarter. In addition, bank borrowings at September 30, 2005 were $29.9 million, a reduction of over $3 million from June 30, 2005. We continue to review expenses that would enable us to further reduce costs without impairing Jaco's operations and our ability to offer superior service to the Company's valued customers." Conference call and webcast Jaco will host a conference call and webcast on Tuesday, November 15, at 9:30 a.m. EST to discuss the fiscal 2006 first quarter results. Both the call and webcast are open to the general public: Dial-in numbers: 888/214-7577 (U.S. and Canada) Webcast: http://www.investorcalendar.com/IC/CEPage.asp?ID=97856 Web Replay: Available until February 15, 2006 Call Replay: Available until November 22, 2005 at 11:30 a.m. ET by dialing 800/633-8284 or 402/977-9140 for international callers Replay access code: 21269129 For the conference call, please call five minutes in advance to ensure that you are connected. Questions and answers will be taken only from participants on the conference call. For the webcast, please allow 15 minutes to register and download and install any necessary software. About Jaco Electronics Jaco is a leading distributor of electronic components to industrial OEMs and contract manufacturers. Jaco distributes products such as semiconductors, capacitors, resistors, electromechanical devices, flat panel displays (FPD) and power supplies, which are used in the manufacture and assembly of electronic products, including: telecommunications equipment, computers and office equipment, medical devices and instrumentation, industrial equipment and controls, military/aerospace systems and automotive and consumer electronics. Jaco has two distribution centers and 16 strategically located sales offices throughout the United States, and one in Beijing, China. The Company has a new, in-house 20,000 square foot FPD integration center housing its FPD engineering and manufacturing staff and operations. The integration center enhances Jaco's ability to provide customers with unique value-added display solutions and a "one-stop" source for their FPD supply and integration requirements. The integration center efficiently accommodates small and large custom projects. In addition to customized FPD solutions, Jaco provides a variety of value-added services including automated inventory management services and assembling stock items for customers into pre-packaged kits. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This press release provides historical information and includes forward-looking statements that are subject to numerous assumptions, risks and uncertainties, including, but not limited to, our dependence on a limited number of distributors for our products, that most of our distributor agreements are cancelable upon short notice, the impact of downturns in our industry and the general economy, the market for our products is very competitive, the impact of disruptions in air or sea transportation and possible future legislative or regulatory changes on our business, volatility in electronic components' pricing may reduce our profit margins, the level of costs or difficulties incurred in connection with integrating the operations of businesses we acquire, the financial strength of our customers and suppliers, and other risks disclosed from time to time in our Securities and Exchange Commission filings. The forward-looking statements in this press release involve assumptions, risks and uncertainties that could cause our actual results or performance, including margins, SG&A expenses as a percentage of revenues and earnings per diluted share, to differ materially from those expressed in the forward-looking statements. We believe that all forward-looking statements made by us have a reasonable basis, but we cannot assure you that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. As a result, our actual results may differ materially from the information set forth herein. JACO ELECTRONICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended September 30, 2005 2004 ------------ ------------ NET SALES $52,461,032 $60,236,637 ------------ ------------ Gross profit 7,117,418 7,601,372 Selling, general and administrative expenses 6,842,344 8,688,497 ------------ ------------ Operating profit (loss) 275,074 (1,087,125) Interest expense 565,613 361,905 ------------ ------------ Loss from continuing operations before income taxes (290,539) (1,449,030) ------------ ------------ Income tax benefit (191,066) (434,700) ------------ ------------ Loss from continuing operations (99,473) (1,014,330) Loss from discontinued operations, net of taxes (63,652) Gain on sale of net assets of subsidiary, net of taxes 830,575 ------------ ------------ NET LOSS ($99,473) ($247,407) ============ ============ Basic (loss) earnings per common share: Loss from continuing operations ($0.02) ($0.16) Loss from discontinued operations, net of taxes $ 0.00 ($0.01) Gain on sale of net assets of subsidiary, net of taxes $ 0.00 $ 0.13 Net loss ($0.02) ($0.04) Diluted (loss) earnings per common share: Loss from continuing operations ($0.02) ($0.16) Loss earnings from discontinued operations, net of taxes $ 0.00 ($0.01) Gain on sale of net assets of subsidiary, net of taxes $ 0.00 $ 0.13 Net loss ($0.02) ($0.04) Weighted average common shares outstanding Basic 6,267,832 6,203,403 Diluted 6,267,832 6,203,403 Summary Balance Sheet As of September 30, 2005* Supplemental Financial Statistics Receivables (net) $32,168,000 Per Share Price (11/11/05) $3.60 Inventories 35,211,000 Book Value Per Share $6.70 Tangible Book Value Per Share $2.43 Revolving Credit Facility $29,905,000 A/C Payable and Accrued Expenses 28,275,000 Shareholders' Equity $41,972,000 * Jaco Electronics reported on September 21, 2004 the sale of its contract manufacturing subsidiary, Nexus Custom Electronics, Inc. As a result, the operations of Nexus Custom Electronics are classified as discontinued as of July 1, 2003 (the beginning of Jaco's 2004 fiscal year). CONTACT: Jaco Electronics, Inc. Jeffrey D. Gash, 631-273-5500 jgash@jacoelect.com or Jaffoni & Collins Incorporated Joseph N. Jaffoni or Robert L. Rinderman, 212-835-8500 jaco@jcir.com -----END PRIVACY-ENHANCED MESSAGE-----