-----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, It/ibY/xDwYn8nkh/uWg/dIViXTp3xgapHcyJNmLPtrnqBcAZI72pQVYfgBsckOt NgPLOvFQBpfHG0lMbGCV2w== 0001157523-09-001450.txt : 20090220 0001157523-09-001450.hdr.sgml : 20090220 20090220141958 ACCESSION NUMBER: 0001157523-09-001450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090220 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090220 DATE AS OF CHANGE: 20090220 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: 09624602 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 a5900678.htm 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): February 20, 2009

JACO ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)

New York

000-05896

11-1978958

(State or other jurisdiction

of incorporation)

(Commission File Number)

 

(IRS Employer

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 February 20, 2009, Jaco Electronics, Inc. issued a press release announcing its financial results for its second quarter of fiscal 2009 ended December 31, 2008.  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 February 20, 2009 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:

February 20, 2009


EXHIBIT INDEX

Exhibit Description  

Number

of Exhibit

Method of Filing

 

 

 

99.1

Press release dated February 20, 2009 issued by Jaco Electronics, Inc.

Furnished herewith.

 

EX-99.1 2 a5900678ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Jaco Electronics Reports Fiscal 2009 Second Quarter Operating Results

HAUPPAUGE, N.Y.--(BUSINESS WIRE)--February 20, 2009--Jaco Electronics, Inc.:

Conference Call:

    February 20, 2009 at 10:00 a.m. ET

Dial-in Number:

800/732-6870 (U.S. and Canada)

Webcast:

http://investor.shareholder.com/media/eventdetail.cfm?eventid=66090&CompanyID=ABEA-2LNXOW&e=1&mediaKey=7289F8238896BA6534A9DDEF22B8DCCD

Web Replay:

Available for 90 days

Call Replay:

Available until February 22, 2009 at 12:00 p.m. ET by dialing
800/633-8284

Replay Access Code:

21415688

Jaco Electronics, Inc. (Nasdaq: JACO), a global distributor and integrator of customized flat panel display solutions (LCD), today reported results for its fiscal 2009 second quarter ended December 31, 2008.

   

Summary of Fiscal 2009 Second Quarter Results*

($ in thousands, except per-share data)

      Three Months Ended Dec. 31,
       

2008

       

2007

 
Net sales     $ 13,867       $ 18,756  
Gross profit       2,155         3,493  
Selling, general and administrative expenses       2,802         2,419  
Operating (loss) income       (647 )       1,074  
Interest expense       376         540  
(Loss) income from continuing operations       (1,023 )       534  
Loss from discontinued operations       (1,403 )       (483 )
Net (loss) income       (2,436 )       39  
(Loss) earnings per share from continuing operations     $ (0.17 )     $ 0.08  
Loss per share from discontinued operations     $ (0.22 )     $ (0.07 )
Basic and diluted net (loss) earnings per share     $ (0.39 )     $ 0.01  

*As a result of the transaction with WPG Americas, Inc., which was announced November 7, 2008 and completed January 7, 2009, and the resulting discontinuation of electronic component sales, the Company is reporting results from both continuing and discontinued operations.

Jaco Chairman and Chief Executive Officer Joel Girsky, stated, “We are pleased to have completed the sale of Jaco’s electronic components distribution business. As with any major transaction, we were affected by some employee and customer uncertainty as well as related distractions prior to the transaction closing in early January.


“With this important divestiture now completed, Jaco is focusing exclusively on our leadership in LCD displays, embedded computing solutions and value-added distribution. Importantly, we have assembled an excellent in-house team of seasoned marketing and engineering professionals that understand how to add value for our industry-leading suppliers, and provide turnkey display solutions for the Company’s loyal distribution and integration customers.

“Our organization has been streamlined and right-sized, with significantly reduced SG&A and debt service costs. As of January 31, 2009, our revolving line of credit balance was reduced to $13.4 million, and we expect this amount to decline further in the near term, significantly reducing our interest expenses. Post-transaction, we have reduced SG&A on an annualized basis in excess of $2.0 million. We have conservatively planned for continued economic softness and uncertainty, but firmly believe that Jaco is uniquely positioned for both near- and long-term growth and success, as we further leverage our display industry experience and expertise,” concluded Mr. Girsky.

About Jaco Electronics

Jaco is a leading distributor and integrator of display (LCD) and embedded computer solutions and related components. The Company operates an in-house display integration center housing its engineering and manufacturing staff and operations. The integration center allows Jaco to provide customers with unique, value-added solutions and a “one-stop” source for their display and integration requirements. For more information, please visit www.jacoelectronics.com.

“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, 2008, 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) volatility in the pricing of components; (vii) disruptions in transportation of our products by third party carriers; (viii) potential warranty and/or product liability risks inherent in the products we sell; and (ix) our dependence on the continued service of key members of our management and technical personnel.


- tables follow -

 

JACO ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)
($ in thousands, except per share amounts)
 
 

Three months ended

    Six months ended

December 31,

December 31,
2008     2007 2008     2007
 
Net sales $

13,867

 

$

18,756

  $ 36,115   $ 34,010  
 
Gross profit 2,155 3,493 6,318 6,361
 
Selling, general & administrative expenses 2,802 2,419 5,530 4,676
 
Impairment of goodwill and intangible assets -   -   1,271   -  
Operating (loss) income (647 ) 1,074 (483 ) 1,685
 
Interest expense 376   540   812   1,156  
(Loss) income from continuing ops before taxes (1,023 ) 534 (1,295 ) 529
 
Income tax provision 10   12 19   26  
 
(Loss) income from continuing operations (1,033 ) 522 (1,314 ) 503
 
Loss from discontinued operations (1,403 ) (483 ) (16,233 ) (645 )
 
Net (loss) income $ (2,436 ) $ 39   $ (17,547 ) $ (142 )
 
Per share information:
Basic and diluted loss per common share:
 
(Loss) earnings from continuing ops $ (0.17 ) $ 0.08   $ (0.21 ) $ 0.08  
Loss from discontinued ops $ (0.22 ) $ (0.07 ) $ (2.58 ) $ (0.10 )
 
Net (loss) earnings $ (0.39 ) $ 0.01   $ (2.79 ) $ (0.02 )
 
Weighted average common shares outstanding
 
Basic and Diluted   6,294,332     6,294,332     6,294,332     6,294,332  

           

 

Summary Balance Sheet

As of December 31, 2008

(unaudited)

 

 

 

Supplemental Financial Statistics

           
Accounts Receivable (net) $ 22,556,648 Per Share Price (2/19/09) $ 0.65
Inventories (net) $ 10,206,494 Book Value Per Share $ 0.89
 
Revolving Credit Facility $ 23,834,680
Accounts Payable and

Accrued Expenses

$

13,641,130

Shareholders’ Equity $ 5,622,052

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

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