Delaware
|
13-3458955
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Common Stock, $.01 par value
|
NYSE MKT LLC
|
(Title of each class)
|
(Name of each exchange on which registered)
|
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
Item 15.
|
||
|
||
|
Item 1.
|
BUSINESS
|
•
|
A technology center located in Newark, New York that combines dedicated prototype manufacturing with an on-site materials analysis lab, enabling the seamless transition of complex electronics from design to production.
|
•
|
In-house, custom, functional testing and troubleshooting of complex system-level assemblies in support of end-order fulfillment.
|
•
|
A laboratory at our subsidiary, Dynamic Research and Testing Laboratories, LLC (“DRTL”) that enables us to assist customers in mitigating the risk of purchasing counterfeit parts.
|
•
|
Build-to-print precision sheet metal and complex wire harness assemblies supporting just-in-time delivery of critical end-market, system-level electronics.
|
•
|
A Lean/Six Sigma continuous improvement program supported by a team of Six Sigma Blackbelts delivering best-in-class results.
|
•
|
A proprietary software-driven Web Portal providing customers real-time access to a wide array of operational data.
|
|
|
Years Ended
|
||
% of Sales by Sector
|
|
September 30, 2015
|
|
September 30, 2014
|
|
|
|
|
|
Aerospace & Defense
|
|
38%
|
|
43%
|
Medical
|
|
34%
|
|
23%
|
Industrial
|
|
26%
|
|
28%
|
Communications & Other
|
|
2%
|
|
6%
|
|
|
100%
|
|
100%
|
Item 1A.
|
RISK FACTORS
|
•
|
adverse changes in general economic conditions
|
•
|
natural disasters that may impede our operations, the operation of our customers’ business, or availability of manufacturing inputs from our suppliers
|
•
|
the level and timing of customer orders and the accuracy of customer forecasts
|
•
|
the capacity utilization of our manufacturing facilities and associated fixed costs
|
•
|
price competition
|
•
|
market acceptance of our customers’ products
|
•
|
business conditions in our customers’ end markets
|
•
|
our level of experience in manufacturing a particular product
|
•
|
changes in the mix of sales to our customers
|
•
|
variations in efficiencies achieved in managing inventories and fixed assets
|
•
|
fluctuations in cost and availability of materials
|
•
|
timing of expenditures in anticipation of future orders
|
•
|
changes in cost and availability of labor and components
|
•
|
our effectiveness in managing the high reliability manufacturing process required by our customers
|
•
|
failure or external breach of our information technology systems
|
•
|
The settlement could affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
|
•
|
The settlement could cause our customers, including the government contractors with which we deal, to lose confidence in us or cause issues under our contractual arrangements with those customers, and could make it more difficult to attract and retain qualified individuals to serve on our board of directors or as executive officers.
|
•
|
The settlement could lead the federal government to suspend or debar us from receiving new government prime or subcontracts, if the government determines that, as a result of the settlement, we are not a presently responsible contracting party. The federal government also could require us to operate under special reporting and other compliance measures, which could increase our costs of performance.
|
•
|
The settlement could lead to disputes with our directors and officers liability insurance carriers over prior or future reimbursements of legal expenses incurred in connection with the Prior Restatement and related matters (including the SEC investigation).
|
•
|
The settlement could lead to and be used against us in future shareholder, governmental, or other actions, notwithstanding the fact that the previously-disclosed consolidated shareholder class action relating to the Prior Restatement was dismissed in its entirety without right to replead. Any such proceedings would, regardless of the outcome, consume a significant amount of our internal resources and result in additional legal, accounting, insurance and other costs.
|
•
|
The settlement could result in disqualifications from certain statutory protections and exemptions that otherwise would be available to us. We are seeking waivers from certain relevant disqualifications relating to the safe harbor provisions for forward-looking statements under the federal securities laws as well as the registration exemptions for offerings under Regulation D. There is no assurance, however, that these waivers will be granted by the SEC.
|
•
|
the inability of our customers to adapt to rapidly changing technology and evolving industry standards, which result in short product life cycles
|
•
|
the inability of our customers to develop and market their products, some of which are new and untested
|
•
|
increased competition among our customers and their competitors, including downward pressure on pricing
|
•
|
the potential that our customers’ products may become obsolete, or the failure of our customers’ products to gain anticipated commercial acceptance
|
•
|
periods of significantly decreased demand in our customers’ markets
|
•
|
incur debt
|
•
|
incur or maintain liens
|
•
|
make acquisitions of businesses or entities
|
•
|
make investments, loans or advances
|
•
|
enter into guarantee agreements
|
•
|
engage in mergers, consolidations or certain sales of assets
|
•
|
engage in transactions with affiliates
|
•
|
pay dividends or engage in stock redemptions or repurchases
|
•
|
make capital expenditures
|
•
|
variation in demand for our customers’ products in their end markets
|
•
|
actions taken by our customers to manage their inventory
|
•
|
product design changes by our customers
|
•
|
changes in our customers’ manufacturing strategy
|
•
|
deciding on the levels of business that we will seek
|
•
|
production schedules
|
•
|
component procurement commitments
|
•
|
equipment requirements
|
•
|
personnel needs
|
•
|
other resource requirements
|
•
|
hire and retain qualified engineering and technical personnel
|
•
|
maintain and enhance our technological leadership
|
•
|
develop and market manufacturing services that meet changing customer needs
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Location
|
Principal Use
|
Building SF
|
Owned/Leased
|
Lease Expiration
|
Newark, New York
|
AO,E,M,W,D
|
235,000
|
Owned
|
N/A
|
Rochester, New York
|
M,W,D
|
47,000
|
Owned
|
N/A
|
Albuquerque, New Mexico
|
AO,E,M,W,D
|
72,000
|
Owned
|
N/A
|
|
Age
|
|
Jeffrey T. Schlarbaum
|
49
|
President and Chief Executive Officer
|
Michael T. Williams
|
48
|
Vice President of Finance and Chief Financial Officer
|
Jens Hauvn
|
48
|
Senior Vice President, Operations
|
IEC Closing Stock Prices
|
|
Low
|
|
High
|
||||
|
|
|
|
|
||||
Fiscal Quarters
|
|
|
|
|
||||
Fourth 2015
|
|
$
|
3.62
|
|
|
$
|
4.61
|
|
Third 2015
|
|
3.31
|
|
|
4.69
|
|
||
Second 2015
|
|
3.59
|
|
|
5.37
|
|
||
First 2015
|
|
4.23
|
|
|
5.58
|
|
||
|
|
|
|
|
||||
Fourth 2014
|
|
$
|
3.97
|
|
|
$
|
4.99
|
|
Third 2014
|
|
4.25
|
|
|
4.62
|
|
||
Second 2014
|
|
3.89
|
|
|
4.71
|
|
||
First 2014
|
|
3.67
|
|
|
4.64
|
|
|
|
Years Ended
|
||||||
Income Statement Data
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Net sales
|
|
$
|
126,999
|
|
|
$
|
120,837
|
|
|
|
|
|
|
||||
Gross profit
|
|
16,295
|
|
|
13,689
|
|
||
Selling and administrative expenses
|
|
16,630
|
|
|
12,513
|
|
||
Restatement and related expenses, net
|
|
1,325
|
|
|
1,136
|
|
||
Interest and financing expense
|
|
2,110
|
|
|
1,794
|
|
||
Other expense/(income)
|
|
—
|
|
|
18
|
|
||
Income/(loss) from continuing operations before income taxes
|
|
(3,770
|
)
|
|
(1,772
|
)
|
||
Provision for/(benefit from) income taxes
|
|
1
|
|
|
12,876
|
|
||
Income/(loss) from continuing operations
|
|
(3,771
|
)
|
|
(14,648
|
)
|
||
Loss on discontinued operations, net
|
|
(6,415
|
)
|
|
(423
|
)
|
||
Net income/(loss)
|
|
$
|
(10,186
|
)
|
|
$
|
(15,071
|
)
|
|
|
Years Ended
|
||
% of Sales by Sector
|
|
September 30,
2015 |
|
September 30,
2014 |
|
|
|
|
|
Aerospace & Defense
|
|
38%
|
|
43%
|
Medical
|
|
34%
|
|
23%
|
Industrial
|
|
26%
|
|
28%
|
Communications & Other
|
|
2%
|
|
6%
|
|
|
100%
|
|
100%
|
|
|
Years Ended
|
||||||
Cash Flow Data
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
(restated)
|
||||
Cash and cash equivalents, beginning of period
|
|
$
|
1,980
|
|
|
$
|
2,499
|
|
Net cash flow from:
|
|
|
|
|
|
|
||
Operating activities
|
|
(1,149
|
)
|
|
9,102
|
|
||
Investing activities
|
|
300
|
|
|
(4,142
|
)
|
||
Financing activities
|
|
(724
|
)
|
|
(5,479
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(1,573
|
)
|
|
(519
|
)
|
||
Cash and cash equivalents at end of period
|
|
$
|
407
|
|
|
$
|
1,980
|
|
|
|
Quarterly EBITDARS
|
|
Debt to EBITDARS Ratio
|
|
Fixed Charge Coverage Ratio
|
Fiscal Quarters
|
|
|
|
|
|
|
Fourth 2015
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
Third 2015
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
Second 2015
|
|
Waived
|
|
Waived
|
|
Waived
|
First 2015
|
|
Waived
|
|
Waived
|
|
Waived
|
|
|
|
|
|
|
|
Fourth 2014
|
|
Compliant
|
|
Not Measured
|
|
Not Measured
|
Third 2014
|
|
Compliant
|
|
Not Measured
|
|
Not Measured
|
Second 2014
|
|
Waived
|
|
Not Measured
|
|
Not Measured
|
First 2014
|
|
Waived
|
|
Not Measured
|
|
Not Measured
|
|
|
Limit at
|
Calculated Amount At
|
|
Debt Covenant
|
|
September 30,
2015 |
|
September 30,
2015 |
|
|
|
|
|
Quarterly EBITDARS (000s)
|
|
Minimum $1,500
|
|
$2,067
|
Debt to EBITDARS Ratio
|
|
Maximum 5.75x
|
|
5.2x
|
Fixed Charge Coverage Ratio (a)
|
|
Minimum 0.45x
|
|
0.8x
|
(a)
|
The ratio compares (i) 12-month EBITDA plus non-cash stock compensation expense, plus permitted fiscal 2013 restatement related expenses minus unfinanced capital expenditures minus cash taxes paid (“Adjusted EBITDA”), to (ii) the sum of interest expense, principal payments, sale-leaseback payments and dividends, if any (fixed charges).
|
|
|
Three Months Ended
|
||
|
|
September 30,
2015 |
||
(in thousands)
|
|
|
||
Net income/(loss)
|
|
$
|
161
|
|
Restatement related expenses
(a)
|
|
127
|
|
|
Asset impairment
(b)
|
|
—
|
|
|
Lender requirement expenses
(c)
|
|
218
|
|
|
Provision for/(benefit from) income taxes
|
|
5
|
|
|
Depreciation and amortization expense
|
|
915
|
|
|
Interest expense
|
|
594
|
|
|
Non-cash stock compensation
|
|
47
|
|
|
EBITDARS
|
|
$
|
2,067
|
|
|
|
Three Months Ended
|
||
|
|
September 30,
2015 |
||
(in thousands)
|
|
|
||
Net income/(loss)
|
|
$
|
161
|
|
Restatement related expenses
(a)
|
|
127
|
|
|
Asset impairment
(b)
|
|
—
|
|
|
Lender requirement expenses
(c)
|
|
218
|
|
|
Provision for/(benefit from) income taxes
|
|
5
|
|
|
Depreciation and amortization expense
|
|
915
|
|
|
Interest expense
|
|
594
|
|
|
Non-cash stock compensation
|
|
47
|
|
|
Unfinanced capital expenditures
|
|
(314
|
)
|
|
Income taxes paid
|
|
—
|
|
|
Adjusted EBITDA
|
|
$
|
1,753
|
|
(a)
|
The 2013 Credit Agreement (as amended) allows for certain reasonable professional fees and expenses incurred to be excluded from Adjusted EBITDA.
|
(b)
|
Net income as defined by the 2013 Credit Agreement (as amended) is adjusted to exclude the effect of any non-cash loss arising from any write-up or write-down of assets.
|
(c)
|
Lender requirement expenses as defined by the 2013 Credit Agreement (as amended) include mortgages, environmental site assessments, title insurance and appraisals.
|
|
Page
|
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
407
|
|
|
$
|
1,980
|
|
Accounts receivable, net of allowance
|
|
24,923
|
|
|
22,347
|
|
||
Inventories, net
|
|
25,753
|
|
|
20,480
|
|
||
Other current assets
|
|
1,444
|
|
|
3,485
|
|
||
Discontinued operations - current assets
|
|
—
|
|
|
2,158
|
|
||
Total current assets
|
|
52,527
|
|
|
50,450
|
|
||
|
|
|
|
|
||||
Fixed assets, net
|
|
$
|
15,443
|
|
|
16,530
|
|
|
Intangible assets, net
|
|
134
|
|
|
173
|
|
||
Goodwill
|
|
101
|
|
|
101
|
|
||
Other long term assets
|
|
57
|
|
|
299
|
|
||
Discontinued operations - long term assets
|
|
—
|
|
|
5,443
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
68,262
|
|
|
$
|
72,996
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
2,908
|
|
|
$
|
2,908
|
|
Accounts payable
|
|
18,336
|
|
|
17,732
|
|
||
Accrued payroll and related expenses
|
|
2,338
|
|
|
3,203
|
|
||
Other accrued expenses
|
|
1,318
|
|
|
1,008
|
|
||
Customer deposits
|
|
5,761
|
|
|
1,553
|
|
||
Total current liabilities
|
|
30,661
|
|
|
26,404
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
28,323
|
|
|
28,479
|
|
||
Other long-term liabilities
|
|
590
|
|
|
708
|
|
||
Total liabilities
|
|
59,574
|
|
|
55,591
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Preferred stock, $0.01 par value:
|
|
—
|
|
|
—
|
|
||
500,000 shares authorized; none issued or outstanding
|
|
|
|
|
||||
Common stock, $0.01 par value:
|
|
|
|
|
||||
Authorized 50,000,000 shares
|
|
|
|
|
||||
Issued: 11,232,017 and 11,146,571 shares, respectively
|
|
|
|
|
||||
Outstanding: 10,196,145 and 10,126,767 shares, respectively
|
|
112
|
|
|
111
|
|
||
Additional paid-in capital
|
|
45,845
|
|
|
44,302
|
|
||
Retained earnings/(accumulated deficit)
|
|
(35,740
|
)
|
|
(25,554
|
)
|
||
Treasury stock, at cost: 1,035,872 and 1,019,804 shares, respectively
|
|
(1,529
|
)
|
|
(1,454
|
)
|
||
Total stockholders’ equity
|
|
8,688
|
|
|
17,405
|
|
||
|
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
|
$
|
68,262
|
|
|
$
|
72,996
|
|
|
|
Years Ended
|
||||||
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
Net sales
|
|
$
|
126,999
|
|
|
$
|
120,837
|
|
Cost of sales
|
|
110,704
|
|
|
107,148
|
|
||
Gross profit
|
|
16,295
|
|
|
13,689
|
|
||
|
|
|
|
|
||||
Selling and administrative expenses
|
|
16,630
|
|
|
12,513
|
|
||
Restatement and related expenses, net
|
|
1,325
|
|
|
1,136
|
|
||
Operating profit/(loss)
|
|
(1,660
|
)
|
|
40
|
|
||
|
|
|
|
|
||||
Interest and financing expense
|
|
2,110
|
|
|
1,794
|
|
||
Other expense/(income)
|
|
—
|
|
|
18
|
|
||
Income/(loss) from continuing operations before income taxes
|
|
(3,770
|
)
|
|
(1,772
|
)
|
||
|
|
|
|
|
||||
Provision for/(benefit from) income taxes
|
|
1
|
|
|
12,876
|
|
||
Income/(loss) from continuing operations
|
|
(3,771
|
)
|
|
(14,648
|
)
|
||
|
|
|
|
|
||||
Loss on discontinued operations, net
|
|
(6,415
|
)
|
|
(423
|
)
|
||
|
|
|
|
|
||||
Net income/(loss)
|
|
$
|
(10,186
|
)
|
|
$
|
(15,071
|
)
|
|
|
|
|
|
||||
Basic net income/(loss) per common and common equivalent share:
|
|
|
|
|
||||
Earnings/(loss) from continuing operations
|
|
$
|
(0.37
|
)
|
|
$
|
(1.49
|
)
|
Earnings/(loss) from discontinued operations
|
|
$
|
(0.64
|
)
|
|
(0.04
|
)
|
|
Net earnings/loss
|
|
$
|
(1.01
|
)
|
|
$
|
(1.53
|
)
|
|
|
|
|
|
||||
Diluted net income/(loss) per common and common equivalent share:
|
|
|
|
|
||||
Earnings/(loss) from continuing operations
|
|
$
|
(0.37
|
)
|
|
$
|
(1.49
|
)
|
Earnings/(loss) from discontinued operations
|
|
(0.64
|
)
|
|
(0.04
|
)
|
||
Net earnings/loss
|
|
$
|
(1.01
|
)
|
|
$
|
(1.53
|
)
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
||||
Basic
|
|
10,089,306
|
|
|
9,827,043
|
|
||
Diluted
|
|
10,089,306
|
|
|
9,827,043
|
|
|
Common
Stock,
par $0.01
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated Deficit)
|
|
Treasury
Stock,
at cost
|
|
Total
Stockholders’
Equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances, September 30, 2013
|
$
|
110
|
|
|
$
|
43,802
|
|
|
$
|
(10,483
|
)
|
|
$
|
(1,435
|
)
|
|
$
|
31,994
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(15,071
|
)
|
|
—
|
|
|
(15,071
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|||||
Restricted (non-vested) stock grants, net of
forfeitures |
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
—
|
|
|
38
|
|
|
—
|
|
|
(19
|
)
|
|
19
|
|
|||||
Shares withheld for payment of taxes upon
vesting of restricted stock |
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances, September 30, 2014
|
$
|
111
|
|
|
$
|
44,302
|
|
|
$
|
(25,554
|
)
|
|
$
|
(1,454
|
)
|
|
$
|
17,405
|
|
|
Common
Stock,
par $0.01
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated Deficit)
|
|
Treasury
Stock,
at cost
|
|
Total
Stockholders’
Equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances, September 30, 2014
|
$
|
111
|
|
|
$
|
44,302
|
|
|
$
|
(25,554
|
)
|
|
$
|
(1,454
|
)
|
|
$
|
17,405
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(10,186
|
)
|
|
—
|
|
|
(10,186
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
2,037
|
|
|
—
|
|
|
—
|
|
|
2,037
|
|
|||||
Restricted (non-vested) stock grants, net of
forfeitures |
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
|
|
111
|
|
|
—
|
|
|
(75
|
)
|
|
36
|
|
|||||
Shares withheld for payment of taxes upon
vesting of restricted stock |
(1
|
)
|
|
(603
|
)
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances, September 30, 2015
|
$
|
112
|
|
|
$
|
45,845
|
|
|
$
|
(35,740
|
)
|
|
$
|
(1,529
|
)
|
|
$
|
8,688
|
|
|
|
Years Ended
|
||||
|
|
September 30,
2015 |
|
September 30,
2014 |
||
|
|
|
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||
Net income/(loss)
|
|
(10,186
|
)
|
|
(15,071
|
)
|
Less: Loss on discontinued operations, net
|
|
(6,415
|
)
|
|
(423
|
)
|
Income/(loss) from continuing operations
|
|
(3,771
|
)
|
|
(14,648
|
)
|
Non-cash adjustments:
|
|
|
|
|
||
Stock-based compensation
|
|
2,037
|
|
|
542
|
|
Depreciation and amortization
|
|
3,859
|
|
|
4,103
|
|
(Gain)/loss on sale of fixed assets
|
|
12
|
|
|
2
|
|
Reserve for doubtful accounts
|
|
(102
|
)
|
|
73
|
|
Provision for excess/obsolete inventory
|
|
87
|
|
|
378
|
|
Deferred tax expense/(benefit)
|
|
—
|
|
|
13,034
|
|
Changes in assets and liabilities:
|
|
|
|
|
||
Accounts receivable
|
|
(2,474
|
)
|
|
5,525
|
|
Inventory
|
|
(5,360
|
)
|
|
(2,003
|
)
|
Other current assets
|
|
1,343
|
|
|
(3,108
|
)
|
Other long term assets
|
|
231
|
|
|
15
|
|
Accounts payable
|
|
604
|
|
|
902
|
|
Accrued expenses
|
|
(763
|
)
|
|
936
|
|
Customer deposits
|
|
4,208
|
|
|
1,553
|
|
Other long term liabilities
|
|
(118
|
)
|
|
541
|
|
Net cash flows from operating activities-continuing operations
|
|
(207
|
)
|
|
7,845
|
|
Net cash flows from operating activities-discontinued operations
|
|
(942
|
)
|
|
1,257
|
|
Net cash flows from operating activities
|
|
(1,149
|
)
|
|
9,102
|
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||
Purchases of fixed assets
|
|
(2,734
|
)
|
|
(4,280
|
)
|
Grant proceeds from outside parties
|
|
698
|
|
|
—
|
|
Proceeds from disposal of fixed assets
|
|
—
|
|
|
323
|
|
Net cash flows from investing activities-continuing operations
|
|
(2,036
|
)
|
|
(3,957
|
)
|
Net cash flows from investing activities-discontinued operations
|
|
2,336
|
|
|
(185
|
)
|
Net cash flows from investing activities
|
|
300
|
|
|
(4,142
|
)
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||
Advances from revolving line of credit
|
|
66,888
|
|
|
56,016
|
|
Repayments of revolving line of credit
|
|
(61,904
|
)
|
|
(59,846
|
)
|
Borrowings under other loan agreements
|
|
—
|
|
|
1,300
|
|
Repayments under other loan agreements
|
|
(5,140
|
)
|
|
(2,887
|
)
|
Debt issuance costs
|
|
—
|
|
|
(2
|
)
|
Proceeds from exercise of stock options
|
|
36
|
|
|
19
|
|
Shares withheld for payment of taxes upon vesting of restricted stock
|
|
(604
|
)
|
|
(79
|
)
|
Net cash flows from financing activities-continuing operations
|
|
(724
|
)
|
|
(5,479
|
)
|
Net cash flows from financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
Net cash flows from financing activities
|
|
(724
|
)
|
|
(5,479
|
)
|
|
|
|
|
|
||
Net cash flows for the period
|
|
(1,573
|
)
|
|
(519
|
)
|
Cash and cash equivalents, beginning of period
|
|
1,980
|
|
|
2,499
|
|
Cash and cash equivalents, end of period
|
|
407
|
|
|
1,980
|
|
|
|
|
|
|
||
Supplemental cash flow information:
|
|
|
|
|
||
Interest paid
|
|
1,567
|
|
|
1,556
|
|
Income taxes paid
|
|
3
|
|
|
9
|
|
|
|
|
|
|
||
Non-cash transactions:
|
|
|
|
|
||
Fixed assets purchased with extended payment terms
|
|
—
|
|
|
322
|
|
PP&E Lives
|
|
Estimated
Useful Lives |
|
|
(years)
|
Land improvements
|
|
10
|
Buildings and improvements
|
|
5 to 40
|
Machinery and equipment
|
|
3 to 5
|
Furniture and fixtures
|
|
3 to 7
|
|
|
Years Ended
|
||||
Shares for EPS Calculation
|
|
September 30,
2015 |
|
September 30,
2014 |
||
|
|
|
|
|
||
|
|
|
|
|
||
Weighted average shares outstanding
|
|
10,089,306
|
|
|
9,827,043
|
|
Incremental shares
|
|
—
|
|
|
—
|
|
Diluted shares
|
|
10,089,306
|
|
|
9,827,043
|
|
|
|
|
|
|
||
Anti-dilutive shares excluded
|
|
772,605
|
|
|
556,873
|
|
|
|
July 9,
2015 |
||
(in thousands)
|
|
(unaudited)
|
||
Purchase price
|
|
$
|
2,405
|
|
Net book value of assets sold
|
|
(2,630
|
)
|
|
Legal fees associated with closing
|
|
(114
|
)
|
|
Finder's fee
|
|
(50
|
)
|
|
Sales tax on asset sale
|
|
(20
|
)
|
|
Other
|
|
(24
|
)
|
|
Loss on sale of SCB
|
|
$
|
(433
|
)
|
|
|
July 9,
2015 |
|
September 30, 2014
|
||
(in thousands)
|
|
(unaudited)
|
|
|
||
Inventories, net
|
|
1,803
|
|
|
2,046
|
|
Other current assets
|
|
53
|
|
|
112
|
|
Fixed assets, net
|
|
916
|
|
|
1,320
|
|
Intangible assets, net
|
|
—
|
|
|
4,123
|
|
Customer deposits
|
|
(142
|
)
|
|
—
|
|
Net assets sold
|
|
2,630
|
|
|
7,601
|
|
|
|
Years Ended
|
||||
|
|
September 30, 2015
|
|
September 30, 2014
|
||
(in thousands)
|
|
|
|
|
||
Net sales
|
|
5,407
|
|
|
16,182
|
|
Loss before income taxes
|
|
(5,979
|
)
|
|
(420
|
)
|
|
|
Years Ended
|
||||||
|
|
September 30, 2015
|
|
September 30, 2014
|
||||
(in thousands)
|
|
|
|
|
||||
Operating loss before income taxes
|
|
$
|
(1,922
|
)
|
|
$
|
(420
|
)
|
Provision for income taxes
|
|
(3
|
)
|
|
(3
|
)
|
||
Impairment
|
|
(4,057
|
)
|
|
—
|
|
||
Loss on sale
|
|
(433
|
)
|
|
—
|
|
||
|
|
$
|
(6,415
|
)
|
|
$
|
(423
|
)
|
|
|
Years Ended
|
||||||
Allowance for Doubtful Accounts
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Allowance, beginning of period
|
|
$
|
525
|
|
|
$
|
452
|
|
Provision for doubtful accounts
|
|
(38
|
)
|
|
121
|
|
||
Write-offs
|
|
(64
|
)
|
|
(48
|
)
|
||
Allowance, end of period
|
|
$
|
423
|
|
|
$
|
525
|
|
Inventories
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Raw materials
|
|
$
|
17,637
|
|
|
$
|
14,183
|
|
Work-in-process
|
|
8,512
|
|
|
7,180
|
|
||
Finished goods
|
|
1,341
|
|
|
767
|
|
||
Total inventories
|
|
27,490
|
|
|
22,130
|
|
||
Reserve for excess/obsolete inventory
|
|
(1,737
|
)
|
|
(1,650
|
)
|
||
Inventories, net
|
|
$
|
25,753
|
|
|
$
|
20,480
|
|
Fixed Assets
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Land and improvements
|
|
$
|
1,601
|
|
|
$
|
1,601
|
|
Buildings and improvements
|
|
14,161
|
|
|
13,452
|
|
||
Leasehold improvements
|
|
—
|
|
|
142
|
|
||
Machinery and equipment
|
|
26,061
|
|
|
24,965
|
|
||
Furniture and fixtures
|
|
7,291
|
|
|
6,892
|
|
||
Construction in progress
|
|
1,028
|
|
|
371
|
|
||
Total fixed assets, at cost
|
|
50,142
|
|
|
47,423
|
|
||
Accumulated depreciation
|
|
(34,699
|
)
|
|
(30,893
|
)
|
||
Fixed assets, net
|
|
$
|
15,443
|
|
|
$
|
16,530
|
|
|
|
Years Ended
|
||||||
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Depreciation expense
|
|
$
|
3,809
|
|
|
$
|
4,029
|
|
Intangible Assets
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
|
|
||
Property tax abatement - Albuquerque
|
|
360
|
|
|
360
|
|
||
Accumulated amortization
|
|
(226
|
)
|
|
(187
|
)
|
||
Intangible assets, net
|
|
$
|
134
|
|
|
$
|
173
|
|
|
|
Years Ended
|
||||||
Amortization Expense
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Intangible amortization expense
|
|
$
|
39
|
|
|
$
|
39
|
|
Future Amortization
|
|
Estimated future amortization
|
||
(in thousands)
|
|
|
||
Twelve months ended September 30,
|
|
|
||
2016
|
|
$
|
39
|
|
2017
|
|
39
|
|
|
2018
|
|
39
|
|
|
2019
|
|
17
|
|
|
2020 and thereafter
|
|
—
|
|
Goodwill
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
|
|
||
Goodwill
|
|
$
|
101
|
|
|
$
|
101
|
|
|
|
Fixed/
|
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||
|
|
Variable
|
|
|
|
|
|
Interest
|
|
|
|
Interest
|
||||||
Debt
|
|
Rate
|
|
Maturity Date
|
|
Balance
|
|
Rate (1)
|
|
Balance
|
|
Rate (1)
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
M&T credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revolving Credit Facility
|
|
v
|
|
1/18/2018
|
|
$
|
12,415
|
|
|
4.50
|
%
|
|
$
|
7,431
|
|
|
4.44
|
%
|
Term Loan A
|
|
f
|
|
1/1/2020
|
|
4,804
|
|
|
3.98
|
|
|
8,148
|
|
|
3.98
|
|
||
Term Loan B
|
|
v
|
|
2/1/2023
|
|
10,383
|
|
|
3.45
|
|
|
11,783
|
|
|
3.41
|
|
||
Albuquerque Mortgage Loan
|
|
v
|
|
2/1/2018
|
|
2,467
|
|
|
4.75
|
|
|
2,733
|
|
|
4.69
|
|
||
Celmet Building Term Loan
|
|
f
|
|
11/7/2018
|
|
1,062
|
|
|
4.72
|
|
|
1,192
|
|
|
4.72
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Albuquerque Industrial Revenue Bond
|
|
f
|
|
3/1/2019
|
|
100
|
|
|
5.63
|
|
|
100
|
|
|
5.63
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt
|
|
|
|
|
|
31,231
|
|
|
|
|
31,387
|
|
|
|
||||
Less: current portion
|
|
|
|
|
|
(2,908
|
)
|
|
|
|
(2,908
|
)
|
|
|
||||
Long-term debt
|
|
|
|
|
|
$
|
28,323
|
|
|
|
|
$
|
28,479
|
|
|
|
a)
|
Revolving Credit Facility (“Revolver”)
: Up to
$20 million
is available through
January 18, 2018
. The maturity date was extended subsequent to the end of fiscal 2015 as discussed in
Note 21—Subsequent Event
. For further discussion of the agreement, refer to the Form 8-K filed by the Company on December 18, 2015. The maximum amount the Company may borrow is determined based on a borrowing base calculation as defined in the 2013 Credit Agreement as described below.
|
b)
|
Term Loan A
:
$10.0 million
was borrowed on January 18, 2013. Principal is being repaid in
108 monthly installments
of
$93 thousand
.
|
c)
|
Term Loan B:
$14.0 million
was borrowed on January 18, 2013. Principal is being repaid in
120 monthly installments
of
$117 thousand
.
|
d)
|
Albuquerque
Mortgage Loan
:
$4.0 million
was borrowed on December 16, 2009. The loan is secured by real property in Albuquerque, NM, and principal is being repaid in
monthly installments
of
$22 thousand
plus a balloon payment due at maturity.
|
e)
|
Celmet Building Term Loan:
$1.3 million
was borrowed on November 8, 2013. The proceeds were used to reimburse the Company’s cost of purchasing the Rochester, New York facility. Principal is being repaid in
59 monthly installments
of
$11 thousand
plus a balloon payment due at maturity.
|
|
Fixed Charge Coverage Ratio:
|
|
|
|
|
3/28/15 through and including 6/26/15
|
|
>
0.60 to 1.00
|
|
|
6/27/15 through and including 9/30/15
|
|
>
0.45 to 1.00
|
|
|
10/1/15 through and including 12/25/15
|
|
>
0.75 to 1.00
|
|
|
12/26/15 through and including 3/25/16
|
|
>
1.00 to 1.00
|
|
|
3/26/16 through and including 6/24/16
|
|
>
1.10 to 1.00
|
|
|
6//25/16 and thereafter
|
|
>
1.25 to 1.00
|
|
|
|
Quarterly EBITDARS
|
|
Debt to EBITDARS Ratio
|
|
Fixed Charge Coverage Ratio
|
Fiscal Quarters
|
|
|
|
|
|
|
Fourth 2015
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
Third 2015
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
Second 2015
|
|
Waived
|
|
Waived
|
|
Waived
|
First 2015
|
|
Waived
|
|
Waived
|
|
Waived
|
|
|
|
|
|
|
|
Fourth 2014
|
|
Compliant
|
|
Not Measured
|
|
Not Measured
|
Third 2014
|
|
Compliant
|
|
Not Measured
|
|
Not Measured
|
Second 2014
|
|
Waived
|
|
Not Measured
|
|
Not Measured
|
First 2014
|
|
Waived
|
|
Not Measured
|
|
Not Measured
|
Debt Repayment Schedule
|
|
Contractual
Principal Payments |
||
(in thousands)
|
|
|
|
|
Twelve months ended Sept 30,
|
|
|
|
|
2016
|
|
$
|
2,908
|
|
2017
|
|
2,908
|
|
|
2018
(1)
|
|
16,989
|
|
|
2019
|
|
3,283
|
|
|
2020 and thereafter
|
|
5,143
|
|
|
|
|
$
|
31,231
|
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Term Loan A
|
|
$
|
4,412
|
|
|
$
|
4,804
|
|
|
$
|
6,924
|
|
|
$
|
8,148
|
|
Celmet Building Term Loan
|
|
954
|
|
|
1,062
|
|
|
1,035
|
|
|
1,192
|
|
|
|
Years Ended
|
||||||
Warranty Reserve
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
|
|
||
Reserve, beginning of period
|
|
$
|
251
|
|
|
$
|
219
|
|
Provision
|
|
436
|
|
|
296
|
|
||
Warranty costs
|
|
(288
|
)
|
|
(264
|
)
|
||
Reserve, end of period
|
|
$
|
399
|
|
|
$
|
251
|
|
|
|
Years Ended
|
||||||
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
|
|
||||
Grant amortization
|
|
$
|
165
|
|
|
$
|
158
|
|
|
|
Years Ended
|
||||||
Valuation of Options
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
|
|
|
|
|
||||
Assumptions for Black-Scholes:
|
|
|
|
|
||||
Risk-free interest rate
|
|
1.29
|
%
|
|
1.32
|
%
|
||
Expected term in years
|
|
4.4
|
|
|
4.1
|
|
||
Volatility
|
|
40
|
%
|
|
48
|
%
|
||
Expected annual dividends
|
|
none
|
|
|
none
|
|
||
|
|
|
|
|
|
|||
Value of options granted:
|
|
|
|
|
|
|||
Number of options granted
|
|
577,145
|
|
|
50,500
|
|
||
Weighted average fair value per share
|
|
$
|
1.44
|
|
|
$
|
1.62
|
|
Fair value of options granted (000s)
|
|
$
|
831
|
|
|
$
|
82
|
|
|
|
Years Ended
|
||||||||||||
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||
Stock Options
|
|
Number
of Options |
|
Wgtd. Avg. Exercise Price
|
|
Number
of Options |
|
Wgtd. Avg. Exercise Price
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Outstanding, beginning of period
|
|
234,000
|
|
|
$
|
4.48
|
|
|
246,383
|
|
|
$
|
4.38
|
|
Granted
|
|
577,145
|
|
|
4.15
|
|
|
50,500
|
|
|
4.12
|
|
||
Exercised
|
|
(43,932
|
)
|
|
1.86
|
|
|
(23,237
|
)
|
|
1.53
|
|
||
Shares withheld for payment of
taxes upon exercise of stock option |
|
(16,068
|
)
|
|
1.88
|
|
|
(4,346
|
)
|
|
1.72
|
|
||
Forfeited
|
|
(8,300
|
)
|
|
6.04
|
|
|
(29,350
|
)
|
|
5.73
|
|
||
Expired
|
|
(25,200
|
)
|
|
5.02
|
|
|
(5,950
|
)
|
|
5.11
|
|
||
Outstanding, end of period
|
|
717,645
|
|
|
$
|
4.40
|
|
|
234,000
|
|
|
$
|
4.48
|
|
|
|
|
|
|
|
|
|
|
||||||
For options expected to vest
|
|
|
|
|
|
|
|
|
|
|
||||
Number expected to vest
|
|
536,334
|
|
|
$
|
4.51
|
|
|
212,455
|
|
|
$
|
4.47
|
|
Weighted average remaining term, in years
|
|
5.6
|
|
|
|
|
3.2
|
|
|
|
|
|||
Intrinsic value (000s)
|
|
|
|
$
|
—
|
|
|
|
|
|
$
|
173
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For exercisable options
|
|
|
|
|
|
|
|
|
|
|
||||
Number exercisable
|
|
171,500
|
|
|
$
|
5.39
|
|
|
121,650
|
|
|
$
|
3.64
|
|
Weighted average remaining term, in years
|
|
3.6
|
|
|
|
|
1.7
|
|
|
|
|
|||
Intrinsic value (000s)
|
|
|
|
$
|
—
|
|
|
|
|
|
$
|
161
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For non-exercisable options
|
|
|
|
|
|
|
|
|
|
|
||||
Expense not yet recognized (000s)
|
|
|
|
$
|
710
|
|
|
|
|
|
$
|
145
|
|
|
Weighted average years to be recognized
|
|
3.5
|
|
|
|
|
2.6
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
For options exercised
|
|
|
|
|
|
|
|
|
||||||
Intrinsic value (000s)
|
|
|
|
$
|
159
|
|
|
|
|
|
$
|
69
|
|
|
|
Years Ended
|
||||||||||||
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||
Stock Options
|
|
Number
of Options |
|
Wgtd. Avg.
Grant Date Fair Value |
|
Number
of Options |
|
Wgtd. Avg.
Grant Date Fair Value |
||||||
|
|
|
|
|
|
|
|
|
||||||
Non-vested, beginning of period
|
|
112,350
|
|
|
$
|
2.15
|
|
|
138,350
|
|
|
$
|
2.51
|
|
Granted
|
|
577,145
|
|
|
1.44
|
|
|
50,500
|
|
|
1.62
|
|
||
Vested
|
|
(135,050
|
)
|
|
2.08
|
|
|
(47,150
|
)
|
|
2.51
|
|
||
Forfeited
|
|
(8,300
|
)
|
|
2.35
|
|
|
(29,350
|
)
|
|
2.35
|
|
||
Non-vested, end of period
|
|
546,145
|
|
|
$
|
1.41
|
|
|
112,350
|
|
|
$
|
2.15
|
|
|
|
Years Ended
|
||||||||||||
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||
Restricted (Non-vested) Stock
|
|
Number of
Non-vested Shares |
|
Wgtd. Avg.
Grant Date Fair Value |
|
Number of
Non-vested Shares |
|
Wgtd. Avg.
Grant Date Fair Value |
||||||
|
|
|
|
|
|
|
|
|
||||||
Outstanding, beginning of period
|
|
322,873
|
|
|
$
|
4.97
|
|
|
275,474
|
|
|
$
|
5.96
|
|
Granted
|
|
183,155
|
|
|
4.97
|
|
|
225,703
|
|
|
4.14
|
|
||
Vested
|
|
(316,539
|
)
|
|
5.08
|
|
|
(88,586
|
)
|
|
5.71
|
|
||
Shares withheld for payment of
taxes upon vesting of restricted stock |
|
(133,329
|
)
|
|
4.53
|
|
|
(18,615
|
)
|
|
4.28
|
|
||
Forfeited
|
|
(1,200
|
)
|
|
3.91
|
|
|
(71,103
|
)
|
|
5.88
|
|
||
Outstanding, end of period
|
|
54,960
|
|
|
$
|
4.23
|
|
|
322,873
|
|
|
$
|
4.97
|
|
|
|
|
|
|
|
|
|
|
||||||
For non-vested shares
|
|
|
|
|
|
|
|
|
|
|
|
|||
Expense not yet recognized (000s)
|
|
|
|
$
|
208
|
|
|
|
|
|
$
|
862
|
|
|
Weighted average remaining years for vesting
|
|
|
|
|
2.2
|
|
|
|
|
|
2.7
|
|
||
|
|
|
|
|
|
|
|
|
||||||
For shares vested
|
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregate fair value on vesting dates (000s)
|
|
|
|
|
$
|
2,062
|
|
|
|
|
|
$
|
454
|
|
|
|
Years Ended
|
||||||
Income Tax Provision
|
|
September 30, 2015
|
|
September 30, 2014
|
||||
(in thousands)
|
|
|
|
|
||||
Current tax:
|
|
|
|
|
||||
State
|
|
$
|
1
|
|
|
$
|
(114
|
)
|
Federal
|
|
—
|
|
|
(44
|
)
|
||
|
|
|
|
|
||||
Deferred tax:
|
|
|
|
|
||||
State
|
|
—
|
|
|
1,493
|
|
||
Federal
|
|
—
|
|
|
11,541
|
|
||
Provision for/(benefit from) income taxes
|
|
$
|
1
|
|
|
$
|
12,876
|
|
|
|
Years Ended
|
||||
Taxes as Percent of Pretax Income
|
|
September 30, 2015
|
|
September 30, 2014
|
||
|
|
|
|
|
||
Federal statutory rate
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
|
|
|
|
||
Increase in valuation allowance
|
|
28.0
|
%
|
|
620.3
|
%
|
Decrease in state deferred tax rate
|
|
5.0
|
%
|
|
8.3
|
%
|
State income taxes, net of federal benefit
|
|
—
|
%
|
|
(5.1
|
)%
|
Decrease/(increase) in tax credits
|
|
—
|
%
|
|
(3.6
|
)%
|
IRS audit and other federal refunds
|
|
|
|
(1.5
|
)%
|
|
Other
|
|
1
|
%
|
|
3
|
%
|
|
|
|
|
|
||
Income tax provision/(benefit) as percent of pretax income
|
|
—
|
%
|
|
587.4
|
%
|
|
|
Years Ended
|
||||||
(in thousands)
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforward
|
|
$
|
12,174
|
|
|
$
|
5,925
|
|
Alternative minimum tax credit carryforward
|
|
943
|
|
|
949
|
|
||
Depreciation and fixed assets
|
|
1,133
|
|
|
1,099
|
|
||
Amortization and impairment of intangibles
|
|
—
|
|
|
3,178
|
|
||
New York State investment tax & other credits
|
|
1,186
|
|
|
1,186
|
|
||
Inventories
|
|
640
|
|
|
1,041
|
|
||
Other
|
|
764
|
|
|
679
|
|
||
Total before allowance
|
|
16,840
|
|
|
14,057
|
|
||
Valuation allowance
|
|
(16,840
|
)
|
|
(14,057
|
)
|
||
Deferred tax assets, net
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net deferred income taxes (current and deferred)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years Ended
|
||
% of Sales by Sector
|
|
September 30,
2015 |
|
September 30,
2014 |
|
|
|
|
|
Aerospace & Defense
|
|
38%
|
|
43%
|
Medical
|
|
34%
|
|
23%
|
Industrial
|
|
26%
|
|
28%
|
Communications & Other
|
|
2%
|
|
6%
|
|
|
100%
|
|
100%
|
Future Rental Obligations
|
|
Contractual
Lease Payments |
||
(in thousands)
|
|
|
|
|
Twelve months ended September 30,
|
|
|
|
|
2016
|
|
$
|
22
|
|
2017
|
|
11
|
|
|
2018
|
|
4
|
|
|
2019
|
|
3
|
|
|
2020
|
|
—
|
|
|
|
Years Ended
|
||||||
Rent Expense
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
(in thousands)
|
|
|
||||||
Rent expense
|
|
$
|
388
|
|
|
$
|
457
|
|
|
|
Net Sales
|
|
Gross Profit
|
|
Net Income/(Loss)
|
|
Basic Earnings/ (Loss) Per Share
|
|
Diluted Earnings/ (Loss) Per Share
|
||||||||||
(Unaudited; in thousands, except per share data)
|
||||||||||||||||||||
Fiscal Quarters
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth 2015
|
|
$
|
33,938
|
|
|
$
|
5,178
|
|
|
$
|
161
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Third 2015
|
|
32,577
|
|
|
4,689
|
|
|
(4,017
|
)
|
|
(0.39
|
)
|
|
(0.39
|
)
|
|||||
Second 2015
|
|
31,655
|
|
|
2,973
|
|
|
(5,536
|
)
|
|
(0.55
|
)
|
|
(0.55
|
)
|
|||||
First 2015
|
|
28,829
|
|
|
3,455
|
|
|
(795
|
)
|
|
(0.08
|
)
|
|
(0.08
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth 2014
|
|
$
|
31,600
|
|
|
$
|
3,479
|
|
|
$
|
1,034
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
Third 2014
|
|
29,173
|
|
|
3,144
|
|
|
(60
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||||
Second 2014
|
|
30,819
|
|
|
3,620
|
|
|
(14,714
|
)
|
|
(1.50
|
)
|
|
(1.50
|
)
|
|||||
First 2014
|
|
29,244
|
|
|
3,446
|
|
|
(1,331
|
)
|
|
(0.14
|
)
|
|
(0.14
|
)
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and asset dispositions of the Company;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on financial statements.
|
Item 9B.
|
OTHER INFORMATION
|
|
|
IEC Electronics Corp.
|
|
|
(Registrant)
|
|
|
|
Dated: December 18, 2015
|
By:
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Jeffrey T. Schlarbaum
|
President & Chief Executive Officer
|
|
Jeffrey T. Schlarbaum
|
Chairman of the Board
|
December 18, 2015
|
|
(Principal Executive Officer and Director)
|
|
|
|
|
/s/ Michael T. Williams
|
Chief Financial Officer
|
December 18, 2015
|
Michael T. Williams
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Keith M. Butler
|
Director
|
December 18, 2015
|
Keith M. Butler
|
|
|
|
|
|
/s/ Charles P. Hadeed
|
Director
|
December 18, 2015
|
Charles P. Hadeed
|
|
|
|
|
|
/s/ Lynn J. Hartrick
|
Director
|
December 18, 2015
|
Lynn J. Hartrick
|
|
|
|
|
|
/s/ Andrew M. Laurence
|
Director
|
December 18, 2015
|
Andrew M. Laurence
|
|
|
|
|
|
/s/ Jeremy R. Nowak
|
Director
|
December 18, 2015
|
Jeremy R. Nowak
|
|
|
|
|
|
/s/ Eric Singer
|
Director
|
December 18, 2015
|
Eric Singer
|
|
|
Exhibit No.
|
Title
|
2.1
|
Asset Purchase Agreement dated as of December 17, 2010 among CSCB, Inc., Southern California Braiding Co., Inc., Leo P. McIntyre, Trustee of the Exemption Trust created under The McIntyre Family Trust dated October 4, 1993 as Amended and Restated in its entirety dated July 12, 2005, Leo P. McIntyre, Trustee of the McIntyre Survivor’s Trust, Restatement dated June 13, 2006, created under The McIntyre Family Trust dated October 4, 1993, Leo P. McIntyre and Craig Pfefferman, and executed by IEC Electronics Corp. solely as guarantor of certain obligations thereunder (incorporated herein by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 23, 2010)
|
2.2
|
Asset Purchase Agreement dated as of July 9, 2015 between Southern California Braiding, Inc. and DCX-Chol Enterprises, Inc. (incorporated herein by reference from Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2015)
|
3.1
|
Amended and Restated Certificate of Incorporation of DFT Holdings Corp. (incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1, Registration No. 33-56498)
|
3.2
|
Certificate of Ownership and Merger merging IEC Electronics Corp. into DFT Holdings Corp. (incorporated herein by reference from Exhibit 3.5 to the Company’s Registration Statement on Form S-1, Registration No. 33-56498)
|
3.3
|
Certificate of Amendment of the Certificate of Incorporation of IEC Electronics Corp. (incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 1998)
|
3.4
|
Certificate of Designation of Series A Junior Participating Preferred Stock of IEC Electronics Corp. (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed August 1, 2014)
|
3.5
|
Certificate of Elimination of Series A Junior Participating Preferred Stock (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 13, 2015)
|
3.6
|
Amended and Restated By-Laws of the Company (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 7, 2010)
|
4.1
|
Tax Benefit Preservation Plan Rights Agreement dated as of July 31, 2014 by and between IEC Electronics Corp. and Registrar and Transfer Company, which includes the Form of Certificate of Designation as Exhibit A, the Form of Rights Certificate as Exhibit B, and the Form of Summary of Rights as Exhibit C (incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 31, 2014)
|
4.2
|
First Amendment to Tax Benefit Preservation Plan Rights Agreement dated as of March 4, 2015 and effective as of February 20, 2015 between IEC Electronics Corp. and Computershare Trust Company, N.A. (successor rights agent to Registrar and Transfer Company, as Rights Agent) (incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 13, 2015)
|
10.1
|
Fourth Amended and Restated Credit Facility Agreement dated as of January 18, 2013 between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 25, 2013)
|
10.2
|
ISDA Master Agreement dated as of January 18, 2013 between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 25, 2013)
|
10.3
|
Schedule to ISDA Master Agreement dated as of January 18, 2013 between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 25, 2013)
|
10.4
|
Confirmation of Swap Transaction between IEC Electronics Corp. and Manufacturers and Traders Trust Company entered into January 18, 2013 (incorporated herein by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 25, 2013)
|
10.5
|
First Amendment to Fourth Amended and Restated Credit Facility Agreement dated as of May 15, 2013 by and between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2013)
|
10.6
|
Second Amendment to Fourth Amended and Restated Credit Facility Agreement dated as of August 6, 2013 by and between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 8, 2013)
|
10.7
|
Third Amendment to Fourth Amended and Restated Credit Facility Agreement dated as of November 8, 2013 by and between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2013)
|
10.8
|
Fourth Amendment to Fourth Amended and Restated Credit Facility Agreement dated as of December 13, 2013 by and between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 19, 2013)
|
10.9
|
Fifth Amendment to Fourth Amended and Restated Credit Facility Agreement dated as of February 4, 2014 by and between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed February 5, 2014)
|
10.10
|
Sixth Amendment to Fourth Amended and Restated Credit Facility Agreement dated as of May 8, 2015 between IEC Electronics Corp. and Manufacturers and Traders Trust Company (incorporated herein by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015)
|
10.11
|
Form of Indemnity Agreement between IEC Electronics Corp. and each of its directors and executive officers (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 1993)
|
10.12
|
Form of Indemnification Agreement between IEC Electronics Corp. and its directors and executive officers
|
10.13*
|
IEC Electronics Corp. 2001 Stock Option and Incentive Plan, as amended (incorporated herein by reference from Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009)
|
10.14*
|
Form of Incentive Stock Option Agreement pursuant to the 2001 Stock Option and Incentive Plan (incorporated herein by reference from Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009)
|
10.15*
|
IEC Electronics Corp. 2010 Omnibus Incentive Compensation Plan (incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2011)
|
10.16*
|
Form of Incentive Stock Option Agreement pursuant to the 2010 Omnibus Incentive Compensation Plan (incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2012)
|
10.17*
|
Form of Employee Restricted Stock Award Agreement pursuant to the 2010 Omnibus Incentive Compensation Plan (incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2012)
|
10.18*
|
Form of Director Restricted Stock Award Agreement pursuant to the 2010 Omnibus Incentive Compensation Plan (incorporated herein by reference from Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2012)
|
10.19*
|
Employee Stock Purchase Plan (incorporated herein by reference from Appendix A to the Company’s Proxy Statement on Schedule 14A filed on December 22, 2011)
|
10.20*
|
Employee Stock Purchase Plan Amendment 1 (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2014)
|
10.21*
|
Amended and Restated Employment Agreement between IEC Electronics Corp. and W. Barry Gilbert dated as of December 16, 2013 (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 19, 2013)
|
10.22*
|
Salary Continuation and Non-Competition Agreement dated as of October 1, 2010 between IEC Electronics Corp. and Donald S. Doody (incorporated herein by reference from Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010)
|
10.23*
|
Resignation from Employment and Consulting Agreement dated January 9, 2014 between IEC Electronics Corp. and Donald S. Doody (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 9, 2014)
|
10.24*
|
Engagement Letter dated December 28, 2011 between IEC Electronics Corp. and Insero & Company CPAs, P.C. (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 28, 2011)
|
10.25*
|
Letter dated May 25, 2012 amending Engagement Letter dated December 28, 2011 between IEC Electronics Corp. and Insero & Company CPAs, P.C. (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 30, 2012)
|
10.26*
|
Letter terminating chief financial officer services, effective as of June 1, 2014, with Insero & Company, CPAs, P.C. (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2014)
|
10.27*
|
Letter agreement dated February 11, 2014 between IEC Electronics Corp. and Michael T. Williams (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 11, 2014)
|
10.28*
|
Employment Agreement dated as of February 11, 2014 between IEC Electronics Corp. and Michael T. Williams (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 11, 2014)
|
10.29*
|
Employment Agreement Amendment 1, effective January 27, 2015, between IEC Electronics Corp. and Michael T. Williams (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015)
|
10.30*
|
Employment Agreement dated as of September 14, 2015 between the IEC Electronics Corp. and Michael T. Williams
|
10.31*
|
Salary Continuation and Non-Competition Agreement between IEC Electronics Corp. and Brett E. Mancini, effective as of January 29, 2014 (incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2014)
|
10.32*
|
Summary of Compensation Arrangements with Brett E. Mancini (incorporated herein by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2014)
|
10.33*
|
Salary Continuance and Non-Competition Agreement Amendment 1, effective January 27, 2015, between IEC Electronics Corp. and Brett E. Mancini (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015)
|
10.34*
|
Employment Agreement dated as of March 20, 2015 between IEC Electronics Corp. and Jeffrey T. Schlarbaum (incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015)
|
10.35*
|
Sign-on Option Award Agreement (Inducement Grant) between IEC Electronics Corp. and Jeffrey T. Schlarbaum (incorporated herein by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015)
|
10.36*
|
Sign-on Option Award Agreement (Pursuant to 2013 Omnibus Incentive Compensation Plan) between IEC Electronics Corp. and Jeffrey T. Schlarbaum (incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015)
|
10.37*
|
Employment Agreement dated as of September 8, 2015 between IEC Electronics Corp. and Jens Hauvn
|
10.38*
|
IEC Electronics Corp. Management Deferred Compensation Plan (incorporated herein by reference from Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009)
|
10.39*
|
IEC Electronics Corp. Management Deferred Compensation Plan, as amended (incorporated herein by reference from Exhibit 10.43 to the Company's Annual Report on Form 10-K/A for the year ended September 30, 2014)
|
10.40*
|
IEC Electronics Corp. Board of Directors Deferred Compensation Plan (incorporated herein by reference from Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009)
|
10.41*
|
Summary of Management Incentive Plan for Fiscal 2014 (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on November 20, 2013)
|
10.42*
|
Summary of Long Term Incentive Plan for Fiscal 2014 (incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 20, 2013)
|
10.43*
|
Compensation Arrangements with Executive Officers for Fiscal 2015 (incorporated herein by reference from Exhibit 10.52 to the Company's Annual Report on Form 10-K/A for the year ended September 30, 2014)
|
16.1
|
Letter from EFP Rotenberg LLP dated September 10, 2014 (incorporated herein by reference from Exhibit 16.1 to the Company’s Current Report on Form 8-K filed September 11, 2014)
|
21.1
|
Subsidiaries of IEC Electronics Corp.
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following items from this Annual Report on Form 10-K formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Income Statements, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
COMPANY:
|
INDEMNITEE:
|
||
|
|
||
IEC Electronics Corp.
|
|
||
|
|
||
|
|
||
By:
|
|
|
|
|
|
|
|
|
|
(b)
|
if to the Executive, to him at:
|
|
IEC ELECTRONICS CORP.
|
|
|
|
|
|
By:
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
|
|
|
|
|
|
|
MICHAEL T. WILLIAMS
|
|
|
|
|
|
By:
|
/s/ Michael T. Williams
|
|
|
Michael T. Williams
|
|
|
|
|
IEC ELECTRONICS CORP.
|
|
|
|
|
|
By:
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
|
|
|
|
|
|
|
JENS HAUVN
|
|
|
|
|
|
By:
|
/s/ Jens Hauvn
|
|
|
Jens Hauvn
|
|
|
|
Subsidiary
|
State of Incorporation
|
|
|
IEC Electronics Wire and Cable, Inc.
|
New York
|
|
|
IEC Electronics Corp.-Albuquerque
|
New Mexico
|
|
|
Dynamic Research and Testing Laboratories, LLC
|
New Mexico
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the
year ended
September 30, 2015
of IEC Electronics Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: December 18, 2015
|
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the
year ended
September 30, 2015
of IEC Electronics Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: December 18, 2015
|
|
/s/ Michael T. Williams
|
|
|
Michael T. Williams
|
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: December 18, 2015
|
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
Dated: December 18, 2015
|
|
/s/ Michael T. Williams
|
|
|
Michael T. Williams
|
|
|
Chief Financial Officer
|