-----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, IvbELk72iz1ECQUdgKAbcuQqi998g9lKaM5vLl9j4zDEwwf9okYs0srHSvOwm/0D kF1ctD8BEdB7F6kgm0yEZg== 0001144204-09-016321.txt : 20090326 0001144204-09-016321.hdr.sgml : 20090326 20090326160623 ACCESSION NUMBER: 0001144204-09-016321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090326 DATE AS OF CHANGE: 20090326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM CONTROL INC CENTRAL INDEX KEY: 0000092769 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 251196447 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08796 FILM NUMBER: 09706786 BUSINESS ADDRESS: STREET 1: 8031 AVONIA ROAD CITY: FAIRVIEW STATE: PA ZIP: 16415 BUSINESS PHONE: 8144744310 MAIL ADDRESS: STREET 1: 8031 AVONIA ROAD CITY: FAIRVIEW STATE: PA ZIP: 16415 8-K 1 v143924_8k.txt ================================================================================ EFFECTIVE AUGUST 23RD, 2004 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 28, 2009 ------------------------------- Spectrum Control, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-8796 25-1196447 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 8031 Avonia Road; Fairview, Pennsylvania 16415 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (814) 474-2207 ----------------------------- - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| 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 The following information is being furnished pursuant to Item 2.02. This information, including the exhibits attached hereto, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as may be expressly set forth by specific reference in such a filing. On March 26, 2009, Spectrum Control, Inc. issued an earnings release announcing its financial results for the first quarter ended February 28, 2009. A copy of the earnings release is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits - 99.1 Press Release of Spectrum Control, Inc. dated March 26, 2009 SIGNATURE 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 hereto duly authorized. SPECTRUM CONTROL, INC. ---------------------- (Registrant) Date: March 26, 2009 By: /s/ John P. Freeman ---------------------------- (Signature) Senior Vice President and Chief Financial Officer EX-99.1 2 v143924_ex99-1.txt Nasdaq:SPEC [LOGO] SPECTRUM CONTROL, INC NEWS ================================================================================ Spectrum Control Reports First Quarter Profit Revenue up 6% and Earnings per Share up 31% from a Year Ago Fairview, PA - March 26, 2009 - Spectrum Control, Inc. (NASDAQ: SPEC), a leading designer and manufacturer of custom electronic products and systems, today reported results for the first quarter ended February 28, 2009. For the first quarter of fiscal 2009, the Company reported net income of $2.2 million or 17 cents per diluted share on sales of $33.1 million, compared to net income of $1.8 million or 13 cents per diluted share on sales of $31.2 million for the same period last year. Dick Southworth, the Company's President and Chief Executive Officer, commented, "We are very pleased to report our 2009 first quarter financial results, with revenue up 6% and earnings per share up 31% from the comparable period of fiscal 2008. This performance was achieved despite the worldwide economic downturn and credit crisis, which has caused a significant slowdown throughout the electronics industry. We received customer orders of $31.4 million during the current quarter, comparable to a year ago, while new orders for the electronics industry as a whole declined approximately 40% for the same period. Our strong financial performance, under these very difficult economic and market conditions, reaffirms our ongoing business strategy. During the last few years, we have focused on diversifying our customer base and end markets, while being a key supplier of custom application specific products to our customers. This strategy has enabled our military/defense business to grow, offsetting the current negative market conditions for virtually all commercial product applications. Our sales to military/defense customers during the first quarter of this year were 59% of our total sales, up from 47% of sales for the same period last year, with no individual customer representing more than 5% of our total revenue. With this diversification, along with our strong financial position and continuous investment in the development of new products, we firmly believe that we are well-positioned to withstand the current global recession and meet our long-term goals of dynamic growth and enhanced shareholder value." - -------------------------------------------------------------------------------- SPECTRUM CONTROL, INC. 8031 Avonia Road, Fairview, PA 16415 Phone:(814) 474-2207, Fax: (814) 474-2208 - -------------------------------------------------------------------------------- First Quarter Highlights Improved Gross Margin In the current quarter our gross margin was $8.3 million or 25% of sales, compared to $6.9 million or 22% of sales for the first quarter of fiscal 2008. This increase in gross margin percentage principally reflects reductions in material costs, as well as certain operating efficiencies from higher production volumes. The continued reduction in our material costs has been driven by numerous factors, including improved product yields and greater utilization of vertical manufacturing capabilities throughout all four of our business segments. Our manufacturing overhead, as a percentage of sales, decreased slightly during the current quarter as we realized certain economies of scale with greater sales volume. With recessionary pressures impacting the commercial marketplace, we are constantly assessing our overhead structure to improve current operating efficiencies, while maintaining the production capacity and infrastructure necessary to quickly and effectively respond as market conditions and customer demand evolve. Strong Cash Flow Net cash provided by operating activities in the first quarter of fiscal 2009 amounted to $1.8 million. With this positive cash flow and our existing cash reserves, we repaid $3.0 million under our domestic line of credit and fully funded $1.0 million of capital expenditures for new equipment. Although no shares were repurchased in the current quarter, we continue to maintain our stock buyback program. Under our Board of Directors current authorization, we may expend an additional $4.2 million to purchase our outstanding Common Stock. The amount and timing of future share repurchases, if any, will be based on our ongoing assessment of the Company's capital structure, liquidity, and the market price of our Common Stock. We believe our ongoing stock buyback program is a positive reflection of our future business outlook and strong cash generation. Solid Financial Position At the end of the first quarter of fiscal 2009, our ratio of current assets to current liabilities was 3.66 to 1.00 and our total debt to equity ratio was 0.26 to 1.00. Our total stockholders' equity grew to $105.5 million, for a book value of $8.39 per share, and our total borrowed funds were only $8.0 million as of February 28, 2009. We believe this solid financial position will not only serve us well during the current economic downturn, but will enable us to effectively finance future acquisitions and organic growth. Current Business Outlook Mr. Southworth added, "To date, despite the global recession, we have not experienced any significant cancellation of customer orders. However, some of our commercial customers have pushed-out product delivery dates, as well as delay the placement of new orders. With the volatility and uncertainty of these market conditions, forecasting future business results is extremely difficult. Based on our current assessment of business conditions and customer demand, we presently anticipate customer orders to increase sequentially by 15 to 20% during the second quarter of fiscal 2009, with sales and profitability approximating our first quarter performance. During this challenging economic period, we will continue to focus on the long-term growth and prosperity of our Company. We will identify and implement cost reduction programs where appropriate, strive to maximize the benefits of our low-cost manufacturing centers, look to consummate and integrate additional strategic acquisitions, invest in the development of new innovative products, and further diversify our products and markets. With this ongoing focus, we remain very confident in the future of our Company." Forward-Looking Information This press release contains statements that are forward-looking statements within the meaning of the Private Securities Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Simultaneous Webcast and Teleconference Replay Spectrum Control, Inc. will host a teleconference to discuss its first quarter fiscal 2009 results on Thursday, March 26, 2009, at 4:45 p.m., Eastern Time. Internet users will be able to access a simultaneous webcast of the teleconference at www.spectrumcontrol.com or www.vcall.com. A taped replay of the call will be available through March 27, 2009, at 877-660-6853, access account 286, conference 315859, or for 30 days over the Internet at the Company's website. About Spectrum Control Spectrum Control, Inc. is a leader in the design, development and manufacture of custom electronic products and systems for the defense, aerospace, communications, and medical industries worldwide. For more information about Spectrum Control and its products, please visit the Company's website at www.spectrumcontrol.com. Corporate Headquarters Investor Relations - ---------------------- ------------------ 8031 Avonia Road John P. Freeman, Senior Vice President Fairview, PA 16415 and Chief Financial Officer Phone: 814/474-2207 Spectrum Control, Inc. Fax: 814/474-2208 Phone: 814/474-4310 Tables follow Spectrum Control, Inc. and Subsidiaries Condensed Consolidated Balance Sheets ( Unaudited ) ( Dollar Amounts in Thousands ) February 28, November 30, 2009 2008 ---------- ---------- Assets Current assets Cash and cash equivalents $ 3,497 $ 5,397 Accounts receivable, net 24,158 24,043 Inventories, net 32,027 30,638 Deferred income taxes 1,684 1,684 Prepaid expenses and other current assets 1,781 2,307 ---------- ---------- Total current assets 63,147 64,069 Property, plant and equipment, net 26,375 27,250 Other assets Goodwill 36,811 36,811 Other 6,474 6,654 ---------- ---------- Total assets $ 132,807 $ 134,784 ========== ========== Liabilities and Stockholders' Equity Current liabilities Short-term debt $ 7,000 $ 10,000 Accounts payable 6,001 6,541 Income taxes payable 10 36 Accrued liabilities 3,772 4,415 Current portion of long-term debt 487 487 ---------- ---------- Total current liabilities 17,270 21,479 Long-term debt 475 545 Other liabilities 953 978 Deferred income taxes 8,624 8,491 Stockholders' equity 105,485 103,291 ---------- ---------- Total liabilities and stockholders' equity $ 132,807 $ 134,784 ========== ========== Spectrum Control, Inc. and Subsidiaries Condensed Consolidated Statements of Income ( Unaudited ) (Amounts in Thousands, Except Per Share Data) For the Three Months Ended ---------------------------- February 28, February 29, 2009 2008 ---------- ---------- Net sales $ 33,117 $ 31,154 Cost of products sold 24,859 24,303 ---------- ---------- Gross margin 8,258 6,851 Selling, general and administrative expense 4,867 4,211 ---------- ---------- Income from operations 3,391 2,640 Other income ( expense ) : Interest expense (97) (42) Other income and expense, net 29 241 ---------- ---------- (68) 199 ---------- ---------- Income before provision for income taxes 3,323 2,839 Provision for income taxes 1,170 1,050 ---------- ---------- Net income $ 2,153 $ 1,789 ========== ========== Earnings per common share : Basic $ 0.17 $ 0.13 ========== ========== Diluted $ 0.17 $ 0.13 ========== ========== Average number of common shares outstanding : Basic 12,571 13,363 ========== ========== Diluted 12,594 13,642 ========== ========== Spectrum Control, Inc. and Subsidiaries Selected Financial Data ( Unaudited ) For the Three Months Ended ---------------------------- February 28, February 29, 2009 2008 ---------- ---------- Selected Financial Data, as a Percentage of Net Sales: Net sales 100.0 % 100.0% Cost of products sold 75.1 78.0 ---------- ---------- Gross margin 24.9 22.0 Selling, general and administrative expense 14.7 13.5 ---------- ---------- Income from operations 10.2 8.5 Other income ( expense ) : Interest expense (0.3) (0.1) Other income and expense, net 0.1 0.7 ---------- ---------- Income before provision for income taxes 10.0 9.1 Provision for income taxes 3.5 3.4 ---------- ---------- Net income 6.5 % 5.7% ========== ========== Selected Operating Segment Data: ( Dollar Amounts in Thousands ) Advanced specialty products: Customer orders received $ 12,657 $ 12,771 Net sales 10,601 13,150 Microwave components and systems: Customer orders received 12,474 8,043 Net sales 14,006 10,392 Power management systems: Customer orders received 2,107 3,737 Net sales 2,794 2,448 Sensors and controls: Customer orders received 4,231 7,077 Net sales 5,716 5,164 -----END PRIVACY-ENHANCED MESSAGE-----