Delaware
|
|
13-3458955
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
x
|
|
July 1, 2016
|
|
September 30, 2015
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
603
|
|
|
$
|
407
|
|
Accounts receivable, net of allowance
|
19,098
|
|
|
24,923
|
|
||
Inventories, net
|
20,113
|
|
|
25,753
|
|
||
Other current assets
|
1,340
|
|
|
1,444
|
|
||
Total current assets
|
41,154
|
|
|
52,527
|
|
||
|
|
|
|
||||
Fixed assets, net
|
15,231
|
|
|
15,443
|
|
||
Intangible assets, net
|
105
|
|
|
134
|
|
||
Goodwill
|
101
|
|
|
101
|
|
||
Deferred income taxes
|
3
|
|
|
—
|
|
||
Other long term assets
|
268
|
|
|
57
|
|
||
Total assets
|
$
|
56,862
|
|
|
$
|
68,262
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
2,665
|
|
|
$
|
2,908
|
|
Accounts payable
|
13,616
|
|
|
18,336
|
|
||
Accrued payroll and related expenses
|
3,638
|
|
|
2,338
|
|
||
Other accrued expenses
|
662
|
|
|
1,318
|
|
||
Customer deposits
|
3,186
|
|
|
5,761
|
|
||
Total current liabilities
|
23,767
|
|
|
30,661
|
|
||
|
|
|
|
||||
Long-term debt
|
18,943
|
|
|
28,323
|
|
||
Other long-term liabilities
|
583
|
|
|
590
|
|
||
Total liabilities
|
43,293
|
|
|
59,574
|
|
||
|
|
|
|
||||
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: 11,329,891 and 11,232,017 shares, respectively
|
|
|
|
||||
Outstanding: 10,274,403 and 10,196,145 shares, respectively
|
113
|
|
|
112
|
|
||
Additional paid-in capital
|
46,175
|
|
|
45,845
|
|
||
Retained earnings/(accumulated deficit)
|
(31,130
|
)
|
|
(35,740
|
)
|
||
Treasury stock, at cost: 1,055,488 and 1,035,872 shares, respectively
|
(1,589
|
)
|
|
(1,529
|
)
|
||
Total stockholders' equity
|
13,569
|
|
|
8,688
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity
|
$
|
56,862
|
|
|
$
|
68,262
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
||||||||
|
|
|
|
||||||||||||
Net sales
|
$
|
32,508
|
|
|
$
|
32,577
|
|
|
$
|
98,590
|
|
|
$
|
93,061
|
|
Cost of sales
|
27,045
|
|
|
27,888
|
|
|
81,573
|
|
|
81,944
|
|
||||
Gross profit
|
$
|
5,463
|
|
|
$
|
4,689
|
|
|
$
|
17,017
|
|
|
$
|
11,117
|
|
|
|
|
|
|
|
|
|
||||||||
Selling and administrative expenses
|
3,463
|
|
|
3,689
|
|
|
11,218
|
|
|
13,255
|
|
||||
Restatement and related expenses
|
12
|
|
|
312
|
|
|
4
|
|
|
953
|
|
||||
Operating profit/(loss)
|
1,988
|
|
|
688
|
|
|
5,795
|
|
|
(3,091
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest and financing expense
|
389
|
|
|
316
|
|
|
1,191
|
|
|
1,516
|
|
||||
Income/(loss) from continuing operations before income taxes
|
1,599
|
|
|
372
|
|
|
4,604
|
|
|
(4,607
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for/(benefit from) income taxes
|
(6
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(4
|
)
|
||||
Income/(loss) from continuing operations
|
1,605
|
|
|
376
|
|
|
4,610
|
|
|
(4,603
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss on discontinued operations, net
|
—
|
|
|
(4,392
|
)
|
|
—
|
|
|
(5,745
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income/(loss)
|
$
|
1,605
|
|
|
$
|
(4,016
|
)
|
|
$
|
4,610
|
|
|
$
|
(10,348
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic net income/(loss) per common and common equivalent share:
|
|
|
|
|
|||||||||||
Earnings/(loss) from continuing operations
|
$
|
0.16
|
|
|
$
|
0.04
|
|
|
$
|
0.45
|
|
|
$
|
(0.46
|
)
|
Earnings/(loss) from discontinued operations
|
—
|
|
|
(0.43
|
)
|
|
$
|
—
|
|
|
$
|
(0.57
|
)
|
||
Net earnings/loss
|
$
|
0.16
|
|
|
$
|
(0.39
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.03
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income/(loss) per common and common equivalent share:
|
|
|
|
|
|
|
|
||||||||
Earnings/(loss) from continuing operations
|
$
|
0.16
|
|
|
$
|
0.04
|
|
|
$
|
0.45
|
|
|
$
|
(0.46
|
)
|
Earnings/(loss) from discontinued operations
|
—
|
|
|
(0.43
|
)
|
|
—
|
|
|
(0.57
|
)
|
||||
Net earnings/loss
|
$
|
0.16
|
|
|
$
|
(0.39
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.03
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
10,211,347
|
|
|
10,199,431
|
|
|
10,210,805
|
|
|
10,049,395
|
|
||||
Diluted
|
10,211,347
|
|
|
10,199,431
|
|
|
10,210,805
|
|
|
10,049,395
|
|
|
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
|
—
|
|
|
—
|
|
|
(10,348
|
)
|
|
—
|
|
|
(10,348
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
1,990
|
|
|
—
|
|
|
—
|
|
|
1,990
|
|
|||||
Restricted (non-vested) stock grants, net of
forfeitures |
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
—
|
|
|
78
|
|
|
—
|
|
|
(75
|
)
|
|
3
|
|
|||||
Shares withheld for payment of taxes upon
vesting of restricted stock |
(1
|
)
|
|
(603
|
)
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances, June 26, 2015
|
$
|
112
|
|
|
$
|
45,765
|
|
|
$
|
(35,902
|
)
|
|
$
|
(1,529
|
)
|
|
$
|
8,446
|
|
|
Common
Stock,
par $0.01
|
|
|
Additional
Paid-In
Capital
|
|
|
Retained Earnings/ (Accumulated Deficit)
|
|
|
Treasury
Stock,
at cost
|
|
|
Total
Stockholders'
Equity
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances, September 30, 2015
|
$
|
112
|
|
|
$
|
45,845
|
|
|
$
|
(35,740
|
)
|
|
$
|
(1,529
|
)
|
|
$
|
8,688
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
4,610
|
|
|
—
|
|
|
4,610
|
|
|||||
Stock-based compensation
|
—
|
|
|
324
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|||||
Restricted (non-vested) stock grants, net of
forfeitures |
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Employee stock plan purchases
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Return of incentive compensation shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances, July 1, 2016
|
$
|
113
|
|
|
$
|
46,175
|
|
|
$
|
(31,130
|
)
|
|
$
|
(1,589
|
)
|
|
$
|
13,569
|
|
|
|
Nine Months Ended
|
||||||
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
|
|
|
|
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income/(loss)
|
|
$
|
4,610
|
|
|
$
|
(10,348
|
)
|
Less: Loss on discontinued operations, net
|
|
—
|
|
|
(5,745
|
)
|
||
Income/(loss) from continuing operations
|
|
4,610
|
|
|
(4,603
|
)
|
||
Non-cash adjustments:
|
|
|
|
|
||||
Stock-based compensation
|
|
324
|
|
|
1,990
|
|
||
Incentive compensation shares returned
|
|
(60
|
)
|
|
—
|
|
||
Depreciation and amortization
|
|
2,432
|
|
|
2,948
|
|
||
(Gain)/loss on sale of fixed assets
|
|
1
|
|
|
—
|
|
||
Reserve for doubtful accounts
|
|
253
|
|
|
(23
|
)
|
||
Provision for excess/obsolete inventory
|
|
(34
|
)
|
|
378
|
|
||
Deferred tax expense/benefit
|
|
(3
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
5,572
|
|
|
1,346
|
|
||
Inventory
|
|
5,674
|
|
|
(5,563
|
)
|
||
Other current assets
|
|
104
|
|
|
888
|
|
||
Other long term assets
|
|
3
|
|
|
130
|
|
||
Accounts payable
|
|
(4,720
|
)
|
|
(59
|
)
|
||
Accrued expenses
|
|
644
|
|
|
(959
|
)
|
||
Customer deposits
|
|
(2,575
|
)
|
|
3,293
|
|
||
Other long term liabilities
|
|
25
|
|
|
(124
|
)
|
||
Net cash flows from operating activities-continuing operations
|
|
12,250
|
|
|
(358
|
)
|
||
Net cash flows from operating activities-discontinued operations
|
|
—
|
|
|
(536
|
)
|
||
Net cash flows from operating activities
|
|
12,250
|
|
|
(894
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(2,165
|
)
|
|
(2,495
|
)
|
||
Grant proceeds from outside parties
|
|
—
|
|
|
698
|
|
||
Net cash flows from investing activities-continuing operations
|
|
(2,165
|
)
|
|
(1,797
|
)
|
||
Net cash flows from investing activities-discontinued operations
|
|
—
|
|
|
(26
|
)
|
||
Net cash flows from investing activities
|
|
(2,165
|
)
|
|
(1,823
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Advances from revolving line of credit
|
|
43,116
|
|
|
49,578
|
|
||
Repayments of revolving line of credit
|
|
(50,315
|
)
|
|
(45,769
|
)
|
||
Borrowings under other loan agreements
|
|
—
|
|
|
—
|
|
||
Repayments under other loan agreements
|
|
(2,456
|
)
|
|
(2,181
|
)
|
||
Debt issuance costs
|
|
(241
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
3
|
|
||
Proceeds from employee stock plan purchases
|
|
7
|
|
|
—
|
|
||
Shares withheld for payment of taxes upon vesting of restricted stock
|
|
—
|
|
|
(604
|
)
|
||
Net cash flows from financing activities-continuing operations
|
|
(9,889
|
)
|
|
1,027
|
|
||
Net cash flows from financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
||
Net cash flows from financing activities
|
|
(9,889
|
)
|
|
1,027
|
|
||
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
196
|
|
|
(1,690
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
407
|
|
|
1,980
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
603
|
|
|
$
|
290
|
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
||||
Interest paid
|
|
$
|
1,188
|
|
|
$
|
1,184
|
|
Income taxes paid
|
|
3
|
|
|
—
|
|
||
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
|
||||
Fixed assets purchased with extended payment terms
|
|
$
|
—
|
|
|
$
|
22
|
|
Incentive compensation shares returned
|
|
60
|
|
|
—
|
|
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
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
Shares for EPS Calculation
|
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
||||
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding
|
|
10,211,347
|
|
|
10,199,431
|
|
|
10,210,805
|
|
|
10,049,395
|
|
Incremental shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted shares
|
|
10,211,347
|
|
|
10,199,431
|
|
|
10,210,805
|
|
|
10,049,395
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive shares excluded
|
|
940,354
|
|
|
734,605
|
|
|
940,354
|
|
|
734,605
|
|
|
|
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
|
||
(in thousands)
|
|
(unaudited)
|
||
Inventories, net
|
|
$
|
1,803
|
|
Other current assets
|
|
53
|
|
|
Fixed assets, net
|
|
916
|
|
|
Intangible assets, net
|
|
—
|
|
|
Customer deposits
|
|
(142
|
)
|
|
Net assets sold
|
|
$
|
2,630
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
|
June 26,
2015 |
|
June 26,
2015 |
||||
(in thousands)
|
|
|
|
|
||||
Net sales
|
|
$
|
1,867
|
|
|
$
|
5,287
|
|
Loss before income taxes
|
|
$
|
(4,392
|
)
|
|
$
|
(5,745
|
)
|
|
|
Nine Months Ended
|
||||||
Allowance for Doubtful Accounts
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
(in thousands)
|
|
|
|
|
||||
Allowance, beginning of period
|
|
$
|
423
|
|
|
$
|
525
|
|
Provision for doubtful accounts
|
|
253
|
|
|
(23
|
)
|
||
Write-offs
|
|
(298
|
)
|
|
(64
|
)
|
||
Allowance, end of period
|
|
$
|
378
|
|
|
$
|
438
|
|
Inventories
|
|
July 1,
2016 |
|
September 30,
2015 |
||||
(in thousands)
|
|
|
|
|
|
|||
Raw materials
|
|
$
|
12,705
|
|
|
$
|
17,637
|
|
Work-in-process
|
|
5,855
|
|
|
8,512
|
|
||
Finished goods
|
|
3,256
|
|
|
1,341
|
|
||
Total inventories
|
|
21,816
|
|
|
27,490
|
|
||
Reserve for excess/obsolete inventory
|
|
(1,703
|
)
|
|
(1,737
|
)
|
||
Inventories, net
|
|
$
|
20,113
|
|
|
$
|
25,753
|
|
Fixed Assets
|
|
July 1,
2016 |
|
September 30,
2015 |
||||
(in thousands)
|
|
|
|
|
||||
Land and improvements
|
|
$
|
1,601
|
|
|
$
|
1,601
|
|
Buildings and improvements
|
|
14,199
|
|
|
14,161
|
|
||
Machinery and equipment
|
|
26,341
|
|
|
26,061
|
|
||
Furniture and fixtures
|
|
7,349
|
|
|
7,291
|
|
||
Construction in progress
|
|
2,807
|
|
|
1,028
|
|
||
Total fixed assets, at cost
|
|
52,297
|
|
|
50,142
|
|
||
Accumulated depreciation
|
|
(37,066
|
)
|
|
(34,699
|
)
|
||
Fixed assets, net
|
|
$
|
15,231
|
|
|
$
|
15,443
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
717
|
|
|
$
|
926
|
|
|
$
|
2,364
|
|
|
$
|
2,910
|
|
Intangible Assets
|
|
July 1,
2016 |
|
September 30,
2015 |
||||
(in thousands)
|
|
|
|
|
|
|
||
Property tax abatement - Albuquerque
|
|
360
|
|
|
360
|
|
||
Accumulated amortization
|
|
(255
|
)
|
|
(226
|
)
|
||
Intangible assets, net
|
|
$
|
105
|
|
|
$
|
134
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Amortization Expense
|
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Intangible amortization expense
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
29
|
|
|
$
|
29
|
|
Future Amortization
|
|
Estimated future amortization
|
||
(in thousands)
|
|
|
|
|
Twelve months ended June,
|
|
|
|
|
2017
|
|
$
|
39
|
|
2018
|
|
39
|
|
|
2019
|
|
27
|
|
|
2020 and thereafter
|
|
—
|
|
|
|
Fixed/
|
|
|
|
July 1, 2016
|
|
September 30, 2015
|
||||||||||
|
|
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
|
|
$
|
5,216
|
|
|
4.75
|
%
|
|
$
|
12,415
|
|
|
4.50
|
%
|
Term Loan A
|
|
f
|
|
2/1/2020
|
|
3,878
|
|
|
3.98
|
|
|
4,804
|
|
|
3.98
|
|
||
Term Loan B
|
|
v
|
|
2/1/2023
|
|
9,217
|
|
|
3.71
|
|
|
10,383
|
|
|
3.45
|
|
||
Albuquerque Mortgage Loan
|
|
v
|
|
2/1/2018
|
|
2,244
|
|
|
5.00
|
|
|
2,467
|
|
|
4.75
|
|
||
Celmet Building Term Loan
|
|
f
|
|
11/7/2018
|
|
953
|
|
|
4.72
|
|
|
1,062
|
|
|
4.72
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Albuquerque Industrial Revenue Bond
|
|
f
|
|
3/1/2019
|
|
100
|
|
|
5.63
|
|
|
100
|
|
|
5.63
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt
|
|
|
|
|
|
21,608
|
|
|
|
|
31,231
|
|
|
|
||||
Less: current portion
|
|
|
|
|
|
(2,665
|
)
|
|
|
|
(2,908
|
)
|
|
|
||||
Long-term debt
|
|
|
|
|
|
$
|
18,943
|
|
|
|
|
$
|
28,323
|
|
|
|
a)
|
Revolving Credit Facility (“Revolver”)
: Up to
$20 million
is available through
January 18, 2018
. The maximum amount the Company may borrow is determined based on a borrowing base calculation described below.
|
b)
|
Term Loan A
:
$10.0 million
was borrowed on January 18, 2013. Principal is being repaid in
108 equal monthly installments
of
$93 thousand
.
|
c)
|
Term Loan B:
$14.0 million
was borrowed on January 18, 2013. Principal is being repaid in
120 equal 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 equal
monthly installments
of
$22 thousand
plus a balloon payment of
$1.8 million
due at maturity.
|
e)
|
Celmet Building Term Loan:
$1.3 million
was borrowed on November 8, 2013 pursuant to an amendment to the 2013 Credit Agreement. The proceeds were used to reimburse the Company’s cost of purchasing its Rochester, New York facility. Principal is being repaid in
59 equal monthly installments
of
$11 thousand
plus a balloon payment due at maturity.
|
|
|
Quarterly EBITDAS
|
|
Debt to EBITDAS Ratio
|
|
Fixed Charge Coverage Ratio
|
|
Maximum Inventory
|
|
Maximum Capital Expenditures
|
Fiscal Quarters
|
|
|
|
|
|
|
|
|
|
|
Third 2016
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Measured Annually
|
Second 2016
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Measured Annually
|
First 2016
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Measured Annually
|
|
|
|
|
|
|
|
|
|
|
|
Fourth 2015
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Not Applicable
|
|
Not Applicable
|
Third 2015
(1)
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Not Applicable
|
|
Not Applicable
|
Second 2015
(1)
|
|
Waived
|
|
Waived
|
|
Waived
|
|
Not Applicable
|
|
Not Applicable
|
First 2015
(1)
|
|
Waived
|
|
Waived
|
|
Waived
|
|
Not Applicable
|
|
Not Applicable
|
a)
|
Albuquerque
Industrial Revenue Bond
: When IEC acquired Albuquerque, the Company assumed responsibility for a
$100 thousand
Industrial Revenue Bond issued by the City of Albuquerque. Interest on the bond is paid semiannually, and principal is due in its entirety at maturity.
|
Debt Repayment Schedule
|
|
Contractual
Principal Payments |
||
(in thousands)
|
|
|
|
|
Twelve months ended June,
|
|
|
|
|
2017
|
|
$
|
2,665
|
|
2018
(1)
|
|
9,857
|
|
|
2019
|
|
3,315
|
|
|
2020
|
|
2,037
|
|
|
2021 and thereafter
|
|
3,734
|
|
|
|
|
$
|
21,608
|
|
|
|
July 1, 2016
|
|
September 30, 2015
|
||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Term Loan A
|
|
$
|
3,746
|
|
|
$
|
3,878
|
|
|
$
|
4,412
|
|
|
$
|
4,804
|
|
Celmet Building Term Loan
|
|
$
|
891
|
|
|
$
|
953
|
|
|
$
|
954
|
|
|
$
|
1,062
|
|
|
|
Nine Months Ended
|
||||||
Warranty Reserve
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
(in thousands)
|
|
|
|
|
|
|
||
Reserve, beginning of period
|
|
$
|
399
|
|
|
$
|
251
|
|
Provision
|
|
126
|
|
|
287
|
|
||
Warranty costs
|
|
(228
|
)
|
|
(237
|
)
|
||
Reserve, end of period
|
|
$
|
297
|
|
|
$
|
301
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
||||||||
(in thousands)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Grant amortization
|
|
$
|
56
|
|
|
$
|
41
|
|
|
$
|
123
|
|
|
$
|
123
|
|
|
|
Nine Months Ended
|
||||||
Valuation of Options
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
|
|
|
|
|
||||
Assumptions for Black-Scholes:
|
|
|
|
|
||||
Risk-free interest rate
|
|
1.10
|
%
|
|
1.29
|
%
|
||
Expected term in years
|
|
4.0
|
|
|
4.5
|
|
||
Volatility
|
|
39
|
%
|
|
40
|
%
|
||
Expected annual dividends
|
|
none
|
|
|
none
|
|
||
|
|
|
|
|
||||
Value of options granted:
|
|
|
|
|
||||
Number of options granted
|
|
10,000
|
|
|
517,145
|
|
||
Weighted average fair value per share
|
|
$
|
1.40
|
|
|
$
|
1.44
|
|
Fair value of options granted (000's)
|
|
$
|
14
|
|
|
$
|
745
|
|
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1, 2016
|
|
June 26, 2015
|
||||||||||
Stock Options
|
|
Number
of Options |
|
Wgtd. Avg.
Exercise Price |
|
Number
of Options |
|
Wgtd. Avg.
Exercise Price |
||||||
|
|
|
|
|
|
|
|
|
||||||
Outstanding, beginning of period
|
|
717,645
|
|
|
$
|
4.40
|
|
|
234,000
|
|
|
$
|
4.48
|
|
Granted
|
|
10,000
|
|
|
4.64
|
|
|
517,145
|
|
|
4.14
|
|
||
Exercised
|
|
—
|
|
|
—
|
|
|
(25,932
|
)
|
|
1.87
|
|
||
Shares withheld for payment of exercise
price upon exercise of stock option |
|
—
|
|
|
—
|
|
|
(16,068
|
)
|
|
1.88
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
(8,300
|
)
|
|
6.04
|
|
||
Expired
|
|
(17,250
|
)
|
|
5.82
|
|
|
(9,200
|
)
|
|
6.06
|
|
||
Outstanding, end of period
|
|
710,395
|
|
|
$
|
4.37
|
|
|
691,645
|
|
|
$
|
4.35
|
|
|
|
|
|
|
|
|
|
|
||||||
For options expected to vest
|
|
|
|
|
|
|
|
|
|
|
||||
Number expected to vest
|
|
686,417
|
|
|
$
|
4.38
|
|
|
519,399
|
|
|
$
|
4.44
|
|
Weighted average remaining term, in years
|
|
5.2
|
|
|
|
|
5.5
|
|
|
|
|
|||
Intrinsic value (000s)
|
|
|
|
$
|
74
|
|
|
|
|
|
$
|
213
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For exercisable options
|
|
|
|
|
|
|
|
|
|
|
||||
Number exercisable
|
|
265,286
|
|
|
$
|
4.82
|
|
|
20,550
|
|
|
$
|
5.01
|
|
Weighted average remaining term, in years
|
|
4.2
|
|
|
|
|
3.6
|
|
|
|
|
|||
Intrinsic value (000s)
|
|
|
|
$
|
19
|
|
|
|
|
|
$
|
70
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For non-exercisable options
|
|
|
|
|
|
|
|
|
|
|
||||
Expense not yet recognized (000s)
|
|
|
|
$
|
553
|
|
|
|
|
|
$
|
660
|
|
|
Weighted average years to be recognized
|
|
2.8
|
|
|
|
|
3.8
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
For options exercised
|
|
|
|
|
|
|
|
|
||||||
Intrinsic value (000s)
|
|
|
|
$
|
—
|
|
|
|
|
|
$
|
119
|
|
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1, 2016
|
|
June 26, 2015
|
||||||||||
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
|
|
546,145
|
|
|
$
|
1.41
|
|
|
112,350
|
|
|
$
|
2.15
|
|
Granted
|
|
10,000
|
|
|
1.40
|
|
|
517,145
|
|
|
1.44
|
|
||
Vested
|
|
(111,036
|
)
|
|
1.43
|
|
|
(135,050
|
)
|
|
2.08
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
(8,300
|
)
|
|
2.35
|
|
||
Non-vested, end of period
|
|
445,109
|
|
|
$
|
1.41
|
|
|
486,145
|
|
|
$
|
1.42
|
|
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1, 2016
|
|
June 26, 2015
|
||||||||||
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
|
|
54,960
|
|
|
$
|
4.23
|
|
|
322,873
|
|
|
$
|
4.97
|
|
Granted
|
|
187,449
|
|
|
4.43
|
|
|
171,155
|
|
|
5.02
|
|
||
Vested
|
|
(12,300
|
)
|
|
4.23
|
|
|
(316,539
|
)
|
|
5.08
|
|
||
Shares withheld for payment of
taxes upon vesting of restricted stock |
|
(150
|
)
|
|
4.20
|
|
|
(133,329
|
)
|
|
4.53
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
(1,200
|
)
|
|
3.91
|
|
||
Outstanding, end of period
|
|
229,959
|
|
|
$
|
4.39
|
|
|
42,960
|
|
|
$
|
4.22
|
|
|
|
|
|
|
|
|
|
|
||||||
For non-vested shares
|
|
|
|
|
|
|
|
|
|
|
|
|||
Expense not yet recognized (000s)
|
|
|
|
$
|
988
|
|
|
|
|
|
$
|
180
|
|
|
Weighted average remaining years for vesting
|
|
|
|
|
2.4
|
|
|
|
|
|
2.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
For shares vested
|
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregate fair value on vesting dates (000s)
|
|
|
|
|
$
|
47
|
|
|
|
|
|
$
|
2,062
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Income Tax Provision/Benefit
|
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|||||||
Provision for/(benefit from) income taxes
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
% of Sales by Sector
|
|
July 1,
2016 |
|
June 26,
2015 |
|
July 1,
2016 |
|
June 26,
2015 |
|
|
|
|
|
|
|
|
|
Aerospace & Defense
|
|
43%
|
|
32%
|
|
39%
|
|
37%
|
Medical
|
|
39%
|
|
34%
|
|
44%
|
|
32%
|
Industrial
|
|
16%
|
|
32%
|
|
15%
|
|
28%
|
Communications & Other
|
|
2%
|
|
2%
|
|
2%
|
|
3%
|
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
•
|
A technology center located in Newark, NY that combines dedicated prototype manufacturing with an on-site materials analysis lab, enabling the seamless transition 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, ATL 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.
|
•
|
Proprietary software-driven Web Portal which provides customers real-time access to their critical, project specific data.
|
|
|
Three Months Ended
|
||||||
Income Statement Data
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
(in thousands)
|
|
|
|
|
||||
Net sales
|
|
$
|
32,508
|
|
|
$
|
32,577
|
|
|
|
|
|
|
||||
Gross profit
|
|
5,463
|
|
|
4,689
|
|
||
Selling and administrative expenses
|
|
3,463
|
|
|
3,689
|
|
||
Restatement and related expenses
|
|
12
|
|
|
312
|
|
||
Interest and financing expense
|
|
389
|
|
|
316
|
|
||
Income/(loss) from continuing operations before income taxes
|
|
1,599
|
|
|
372
|
|
||
Provision for/(benefit from) income taxes
|
|
(6
|
)
|
|
(4
|
)
|
||
Income/(loss) from continuing operations
|
|
1,605
|
|
|
376
|
|
||
Loss on discontinued operations, net
|
|
—
|
|
|
(4,392
|
)
|
||
Net income/(loss)
|
|
$
|
1,605
|
|
|
$
|
(4,016
|
)
|
|
|
Three Months Ended
|
||
% of Sales by Sector
|
|
July 1,
2016 |
|
June 26,
2015 |
|
|
|
|
|
Aerospace & Defense
|
|
43%
|
|
32%
|
Medical
|
|
39%
|
|
34%
|
Industrial
|
|
16%
|
|
32%
|
Communications & Other
|
|
2%
|
|
2%
|
|
|
100%
|
|
100%
|
|
|
Nine Months Ended
|
||||||
Income Statement Data
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
(in thousands)
|
|
|
|
|
||||
Net sales
|
|
$
|
98,590
|
|
|
$
|
93,061
|
|
|
|
|
|
|
||||
Gross profit
|
|
17,017
|
|
|
11,117
|
|
||
Selling and administrative expenses
|
|
11,218
|
|
|
13,255
|
|
||
Restatement and related expenses
|
|
4
|
|
|
953
|
|
||
Interest and financing expense
|
|
1,191
|
|
|
1,516
|
|
||
Income/(loss) from continuing operations before income taxes
|
|
4,604
|
|
|
(4,607
|
)
|
||
Provision for/(benefit from) income taxes
|
|
(6
|
)
|
|
(4
|
)
|
||
Income/(loss) from continuing operations
|
|
4,610
|
|
|
(4,603
|
)
|
||
Loss on discontinued operations, net
|
|
—
|
|
|
(5,745
|
)
|
||
Net income/(loss)
|
|
$
|
4,610
|
|
|
$
|
(10,348
|
)
|
|
|
Nine Months Ended
|
||
% of Sales by Sector
|
|
July 1,
2016 |
|
June 26,
2015 |
|
|
|
|
|
Aerospace & Defense
|
|
39%
|
|
37%
|
Medical
|
|
44%
|
|
32%
|
Industrial
|
|
15%
|
|
28%
|
Communications & Other
|
|
2%
|
|
3%
|
|
|
100%
|
|
100%
|
|
|
Nine Months Ended
|
||||||
Cash Flow Data
|
|
July 1,
2016 |
|
June 26,
2015 |
||||
(in thousands)
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
|
$
|
407
|
|
|
$
|
1,980
|
|
Net cash flow from:
|
|
|
|
|
|
|
||
Operating activities
|
|
12,250
|
|
|
(894
|
)
|
||
Investing activities
|
|
(2,165
|
)
|
|
(1,823
|
)
|
||
Financing activities
|
|
(9,889
|
)
|
|
1,027
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
196
|
|
|
(1,690
|
)
|
||
Cash and cash equivalents at end of period
|
|
$
|
603
|
|
|
$
|
290
|
|
|
|
Quarterly EBITDAS
|
|
Debt to EBITDAS Ratio
|
|
Fixed Charge Coverage Ratio
|
|
Maximum Inventory
|
|
Maximum Capital Expenditures
|
Fiscal Quarters
|
|
|
|
|
|
|
|
|
|
|
Third 2016
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Measured Annually
|
Second 2016
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Measured Annually
|
First 2016
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Measured Annually
|
|
|
|
|
|
|
|
|
|
|
|
Fourth 2015
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Not Applicable
|
|
Not Applicable
|
Third 2015
(1)
|
|
Compliant
|
|
Compliant
|
|
Compliant
|
|
Not Applicable
|
|
Not Applicable
|
Second 2015
(1)
|
|
Waived
|
|
Waived
|
|
Waived
|
|
Not Applicable
|
|
Not Applicable
|
First 2015
(1)
|
|
Waived
|
|
Waived
|
|
Waived
|
|
Not Applicable
|
|
Not Applicable
|
|
|
Limit at
|
|
Calculated Amount At
|
||||
Debt Covenant
|
|
July 1,
2016 |
|
September 30,
2015 |
|
July 1,
2016 |
|
September 30,
2015 |
|
|
|
|
|
|
|
|
|
Quarterly EBITDAS (000s)
|
|
Minimum $1,800
|
|
Minimum $1,500
|
|
$2,877
|
|
$2,067
|
Debt to EBITDAS Ratio
|
|
Maximum 3.65x
|
|
Maximum 5.75x
|
|
2.0x
|
|
5.2x
|
Fixed Charge Coverage Ratio (a)
|
|
Minimum 1.10x
|
|
Minimum 0.45x
|
|
1.7x
|
|
0.8x
|
Maximum Inventory
|
|
Maximum $28.0m
|
|
Not applicable
|
|
$21.8m
|
|
Not applicable
|
Maximum Capital Expenditures
|
|
Maximum $4.5m annually
|
|
Not applicable
|
|
Measured Annually
|
|
Not applicable
|
(a)
|
At September 30. 2105, 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 and dividends, if any (fixed charges). The Fifth Amended Credit Agreement removed the add-back of Prior Restatement related expenses.
|
|
|
Three Months Ended
|
||
|
|
July 1,
2016 |
||
(in thousands)
|
|
|
||
Net income/(loss)
|
|
$
|
1,605
|
|
Provision for/(benefit from) income taxes
|
|
(6
|
)
|
|
Depreciation and amortization expense
|
|
727
|
|
|
Interest expense
|
|
389
|
|
|
Non-cash stock compensation
|
|
162
|
|
|
EBITDAS
|
|
$
|
2,877
|
|
|
|
Three Months Ended
|
||
|
|
July 1,
2016 |
||
(in thousands)
|
|
|
||
Net income/(loss)
|
|
1,605
|
|
|
Provision for/(benefit from) income taxes
|
|
(6
|
)
|
|
Depreciation and amortization expense
|
|
727
|
|
|
Interest expense
|
|
389
|
|
|
Non-cash stock compensation
|
|
162
|
|
|
Unfinanced capital expenditures
|
|
(895
|
)
|
|
Income taxes paid
|
|
—
|
|
|
Adjusted EBITDA
|
|
$
|
1,982
|
|
|
|
IEC Electronics Corp.
|
|
|
(Registrant)
|
|
|
|
August 10, 2016
|
By:
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
|
|
|
August 10, 2016
|
By:
|
/s/ Michael T. Williams
|
|
|
Michael T. Williams
|
|
|
Chief Financial Officer
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Bylaws, as amended through May 12, 2016 (incorporated herein by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 18, 2016).
|
10.1
|
|
First Amendment to Fifth Amended and Restated Credit Facility Agreement dated as of June 20, 2016 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 June 24, 2016)
|
10.2
|
|
Confidential Settlement and Waiver/Release Agreement effective June 23, 2016 by and between the Company and Brett E. Mancini #
|
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, 18 U.S.C. Section 1350
|
101
|
|
The following items from this Quarterly Report on Form 10-Q formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Income Statements (unaudited), (iii) Consolidated Statements of Changes in Stockholders' Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Consolidated Financial Statements.
|
1.
|
I have reviewed this report on Form 10-Q for the
three and nine
months ended
July 1, 2016
for 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
|
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: August 10, 2016
|
By:
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the
three and nine
months ended
July 1, 2016
for 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: August 10, 2016
|
By:
|
/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: August 10, 2016
|
By:
|
/s/ Jeffrey T. Schlarbaum
|
|
|
Jeffrey T. Schlarbaum
|
|
|
President & Chief Executive Officer
|
Dated: August 10, 2016
|
By:
|
/s/ Michael T. Williams
|
|
|
Michael T. Williams
|
|
|
Chief Financial Officer
|