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SEC FILE NUMBER | ||
0-6072 | ||
CUSIP NUMBER | ||
26873N | ||
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Check one): | þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR | |||||
For Period Ended: | December 31, 2009 | |||||
o Transition Report on Form 10-K | ||||||
o Transition Report on Form 20-F | ||||||
o Transition Report on Form 11-K | ||||||
o Transition Report on Form 10-Q | ||||||
o Transition Report on Form N-SAR | ||||||
For the Transition Period Ended: | ||||||
þ | |||||
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | ||||
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||||
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(1) | Name and telephone number of person to contact in regard to this notification |
David Sheffield | 770 | 263-9200 | ||
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | |
Yes þ No o | ||
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | |
Yes þ No o | ||
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||
On March 10, 2010, the Company announced its preliminary results for its fiscal year ended December 31, 2009 and comparative results for the fiscal year ended December 31, 2008 in a news release furnished as Exhibit 99.1 of the Company’s Current Report on Form 8-K. The principal factors affecting the Company’s results from continuing operations for 2009 that were considered significant changes from 2008 include higher net sales mainly from the new product lines acquired in 2009, and lower earnings from continuing operations. The earnings from continuing operations were lower in 2009 as compared with 2008 primarily due to an impairment loss on goodwill at the Company’s LXE division of approximately $18.5 million (using the midpoint of the estimated range), a charge for acquisition-related items of approximately $7.2 million resulting from the adoption of FASB Statement No. 141(R) in 2009, and higher severance expenses. The consolidated results from continuing operations before income taxes to be filed with the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 are expected to approximate the consolidated results from continuing operations before income taxes reported in the March 10, 2010 Current Report on Form 8-K. However, the amount of the goodwill impairment charge and its potential tax effects are subject to finalization of certain fair value estimates and may be adjusted when all aspects of the analyses are completed.
The results from discontinued operations are expected to be significantly less favorable in 2009 as compared with 2008, primarily due to reasons described in the Current Report on Form 8-K filed by the Company on March 17, 2010. That Current Report on Form 8-K publicly announced that the Company received an interim decision from the arbitrator on claims made by Andrew Corporation, the purchaser of the Company’s former EMS Wireless division. The arbitrator awarded the purchaser a total of approximately $9.2 million on claims made under warranty provisions of the purchase agreement. A liability for this award will be accrued in discontinued operations in 2009. Additional accruals may be made upon the arbitrator’s final determination of award costs and attorneys’ fees. The Company is in the process of assessing the potential tax effects of this loss from discontinued operations before income taxes.
Date | March 17, 2010 | By | /s/ Gary B. Shell | |||
Gary B. Shell | ||||||
Senior Vice President, Chief Financial Officer and Treasurer |