-----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, NBsw3MuQgs6ykzgXyVHg5qNpP1szgBAmvju+nwQiH7QtSKZQpHzRgBL0xoNlCcrb hlX/EXe1gB7dHRo8XG6zoQ== 0001157523-07-009468.txt : 20070927 0001157523-07-009468.hdr.sgml : 20070927 20070927093346 ACCESSION NUMBER: 0001157523-07-009468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070927 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 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: 071138037 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 a5503480.txt JACO ELECTRONICS, INC. 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): September 27, 2007 JACO ELECTRONICS, INC. ---------------------- (Exact name of registrant as specified in its charter) New York 000-05896 11-1978958 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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.) 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: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On September 27, 2007, Jaco Electronics, Inc. issued a press release announcing its financial results for its fourth quarter of fiscal 2007 ended June 30, 2007. A copy of this press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. The information in this report is being furnished, and shall not be deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically stated so therein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit 99.1 Press Release dated September 27, 2007 issued by Jaco Electronics, Inc. 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: September 27, 2007 EXHIBIT INDEX Exhibit Description Number of Exhibit Method of Filing - ------ ---------- ---------------- 99.1 Press release dated September 27, 2007 Furnished herewith. issued by Jaco Electronics, Inc. EX-99.1 2 a5503480ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Jaco Electronics Reports Fiscal 2007 Fourth Quarter EPS from Continuing Operations of $0.06 HAUPPAUGE, N.Y.--(BUSINESS WIRE)--Sept. 27, 2007--Jaco Electronics, Inc. (Nasdaq: JACO): - ---------------------------------------------------------------------- Conference Call: September 27, 2007 at 10:00 a.m. ET Dial-in Number: 800/737-8106 (U.S. and Canada) Webcast: http://www.investorcalendar.com/IC/ClientPage.asp?ID=121098&CID= Web Replay: Available for 90 days Call Replay: Available until September 29, 2007 at 12:00 p.m. ET by dialing 800/633-8284 Replay Access Code: 21350406 - ---------------------------------------------------------------------- Jaco Electronics, Inc. (Nasdaq: JACO), a distributor and integrator of electronic components and flat panel display solutions (FPD), today reported results for its 2007 fiscal year and fourth quarter as summarized below. Summary of Fiscal 2007 Fourth Quarter and Twelve Months Results ($ in thousands, except per-share data) Three Months Twelve Months Ended Ended June 30, June 30, - ---------------------------------------------------------------------- 2007 2006 2007 2006 - -------------------------------=========-=========-=========-========= Net sales $ 54,734 $ 67,046 $240,232 $228,521 - ---------------------------------------------------------------------- Gross profit 8,772 8,641 33,725 30,205 - ---------------------------------------------------------------------- Selling, general and administrative expenses 7,727 7,332 30,850 28,082 - ---------------------------------------------------------------------- Operating income 1,045 1,309 2,875 2,123 - ---------------------------------------------------------------------- Interest expense 659 878 2,789 2,618 - ---------------------------------------------------------------------- Income (loss) from continuing operations, before taxes 386 431 85 (495) - ---------------------------------------------------------------------- Net income (loss) from continuing operations (1) 408 416 62 (6,962) - ---------------------------------------------------------------------- Diluted income (loss) per share from continuing operations $ 0.06 $ 0.07 $ 0.01 $ (1.11) - ---------------------------------------------------------------------- Loss from discontinued operations, net of taxes (2) (3,183) - (3,183) - - ---------------------------------------------------------------------- Diluted loss per share from discontinued operations $ (0.50) $ - $ (0.50) $ - - ---------------------------------------------------------------------- Diluted loss (income) per share $ (0.44) $ 0.07 $ (0.49) $ (1.11) - ---------------------------------------------------------------------- (1) In the twelve month period ended June 30, 2006, $6,610,500 was added to Jaco's income tax provision to reduce the carrying value of the Company's deferred tax asset to zero. (2) In the three and twelve month periods ended June 30, 2007, Jaco recorded a loss from discontinued operations, net of taxes, of $3,183,000, or $0.50 per diluted share, related to the determination by Company management that the note receivable from its sale of Nexus Custom Electronics, Jaco's former contract manufacturing subsidiary (divested in 2004), has been impaired and it has reduced the carrying value of the note receivable and all other amounts arising from the sale of Nexus to $0 during fiscal 2007. Commenting on the results, Jaco's Chairman and Chief Executive Officer Joel Girsky, stated, "While fourth quarter net sales declined relative to the year ago period, gross profit margins rose significantly and gross profit dollars increased slightly, reflecting the change in product mix from last year's fourth quarter, specifically a reduction in sales through logistics programs. In addition, operating results benefited from lower interest expense related to the new $55.0 million, three-year senior secured credit facility with a syndicate of financial institutions led by CIT Capital Securities, LLC, which closed earlier this year. On a sequential basis, we generated improvement in net sales, gross profit, operating income and earnings from continuing operations, compared with fiscal third quarter results. "For fiscal 2007, Jaco's net sales increased 5.1% to approximately $240 million, with gross profit tracking at approximately 14.0% of sales, versus 13.2% the prior year. Our logistics programs and growth in flat panel gross margins combined to deliver the overall margin increase during the year. These factors drove a nearly 12% rise in gross profit dollars in fiscal 2007, compared with fiscal 2006 results. "While we recorded lower sales in fiscal 2007 compared with fiscal 2006 related to our work in the electronic voting machine industry, our flat panel display sales and integration group achieved growth in other areas enabling us to fully offset the reduction in voting machine sales. Net sales generated by Jaco's value-added logistics services, which serve and support global contract manufacturers, increased by 26.5% in fiscal 2007 over fiscal 2006 levels, benefiting from an especially strong first half of fiscal 2007. We continue to see significant potential in Asia as an area of future growth. "Early in the first quarter of fiscal 2008, we announced two significant FPD agreements. In August 2007, we announced a three-year, multi-million dollar agreement with IdleAire to manufacture environmentally friendly flat panel truckstop service modules. We also entered into a distribution agreement with Dawar, a manufacturer of touch screens, keypads and other flat panel products. Both of these agreements are expected to position Jaco to build upon the success of our FPD integration and distribution sales over the near- and long-term." 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, a recently opened warehouse in Singapore, and 16 strategically located sales offices throughout the United States. The Company operates an in-house FPD integration center housing its 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. 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. Although we believe that the expectations in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. The forward-looking statements are based upon a number of assumptions and estimates that, while considered reasonable by our management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies which are beyond our control, and upon assumptions with respect to future business decisions which are subject to change. Accordingly, the forward-looking statements are only an estimate, and actual results will vary from the forward-looking statements, and these variations may be material. Consequently, the inclusion of the forward-looking statements should not be regarded as a representation by us of results that actually will be achieved. Forward-looking statements are necessarily speculative in nature, and it is usually the case that one or more of the assumptions in the forward-looking statements do not materialize. Investors are cautioned not to place undue reliance on the forward-looking statements. We caution that, among others, the factors below, which are discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, as amended, and in our other filings with the Securities and Exchange Commission, could cause our results to differ materially from those stated in the forward-looking statements. These factors include (i) the highly cyclical nature of our industry and the adverse impact of downturns in our industry; (ii) our dependence on a limited number of suppliers for the products we distribute and most of our distribution agreements are cancelable upon short notice; (iii) the market for our products is very competitive and our industry is subject to rapid technological change; (iv) our dependence on individual purchase orders and absence of long-term supply agreements exposes us to customer cancellations, reductions or delays; (v) our substantial leverage and debt service obligations; (vi) a significant and growing portion of our business is in non-U.S. locations, particularly Asia, and failure to expand in Asia could adversely affect our sales while our dependence on foreign manufacturers exposes us generally to political and economic risks; (vii) volatility in the pricing of electronic components; (viii) disruptions in transportation of our products by third party carriers; (ix) potential warranty and/or product liability risks inherent in the products we sell; and (x) our dependence on the continued service of key members of our management and technical personnel. JACO ELECTRONICS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations ($ in thousands, except per share amounts) Three months ended Twelve months ended June 30, June 30, ----------------------- ----------------------- (unaudited) (audited) 2007 2006 2007 2006 ---------- ---------- ---------- ---------- Net sales $ 54,734 $ 67,046 $ 240,232 $ 228,521 ----------- ----------- ----------- ----------- Gross profit 8,772 8,641 33,725 30,205 Selling, general & administrative Expenses 7,727 7,332 30,850 28,082 ----------- ----------- ----------- ----------- Operating income 1,045 1,309 2,875 2,123 Interest expense 659 878 2,789 2,618 ----------- ----------- ----------- ----------- Income (loss) from continuing operations before income taxes 386 431 85 (495) Income tax (benefit) provision (22) 15 23 6,467 ----------- ----------- ----------- ----------- Net income (loss) from continuing operations (1) 408 416 62 (6,962) ----------- ----------- ----------- ----------- Loss from discontinued operations, net of taxes (2) (3,183) -- (3,183) -- ----------- ----------- ----------- ----------- Net (loss) income $ (2,775) $ 416 $ (3,121) $ (6,962) =========== =========== =========== =========== Per share information: Diluted net income (loss) per common share from continuing operations $ 0.06 $ 0.07 $ 0.01 $ (1.11) =========== =========== =========== =========== Diluted loss per common share from discontinued operations $ (0.50) $ -- $ (0.50) $ -- =========== =========== =========== =========== Diluted loss (earnings) per common share $ (0.44) $ 0.07 $ (0.49) $ (1.11) =========== =========== =========== =========== Weighted average common shares outstanding Basic 6,294,332 6,294,332 6,294,332 6,282,601 =========== =========== =========== =========== Diluted 6,315,464 6,381,941 6,360,216 6,282,601 =========== =========== =========== =========== (1) In the twelve month period ended June 30, 2006, $6,610,500 was added to Jaco's income tax provision to reduce the carrying value of the Company's deferred tax asset to zero. (2) In the three and twelve month periods ended June 30, 2007, Jaco recorded a loss from discontinued operations, net of taxes, of $3,183,000, or $0.50 per diluted share, related to the determination by Company management that the note receivable from its sale of Nexus Custom Electronics, Jaco's former contract manufacturing subsidiary (divested in 2004), has been impaired and it has reduced the carrying value of the note receivable and all other amounts arising from the sale of Nexus to $0 during fiscal 2007. Summary Balance Sheet As of June 30, 2007 (audited) Supplemental Financial Statistics Accounts Receivable Per Share Price (9/26/07) (net) $35,752,000 $1.95 Inventories (net) Book Value Per Diluted $30,365,000 Share $5.05 Tangible Book Value Per Diluted Share $1.05 Revolving Credit Facility $37,719,000 Accounts Payable and Accrued Expenses $24,004,000 Shareholders' Equity $32,115,000 CONTACT: Jaco Electronics, Inc. Jeffrey D. Gash, 631-273-5500 Chief Financial Officer jgash@jacoelect.com or Jaffoni & Collins Incorporated Joseph N. Jaffoni / Robert L. Rinderman, 212-835-8500 jaco@jcir.com -----END PRIVACY-ENHANCED MESSAGE-----