SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 2009
OR
[.] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-5109
MICROPAC INDUSTRIES, INC.
Delaware 75-1225149
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(State of Incorporation) (IRS Employer Identification No.)
905 E. Walnut, Garland, Texas 75040
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(Address of Principal Executive Office)
(Zip Code)
Registrant's Telephone Number, including Area Code (972) 272-3571
-----------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
On April 14, 2009 there were 2,578,315 shares of Common Stock, $.10 par value
outstanding.
1
MICROPAC INDUSTRIES, INC.
FORM 10-Q
February 28, 2009
INDEX
PART I - FINANCIAL INFORMATION
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ITEM 1 - FINANCIAL STATEMENTS
Condensed Balance Sheets as of February 28, 2009 and
November 30, 2008
Condensed Statements of Operations for the three months
ended February 28, 2009 and March 1, 2008 (unaudited)
Condensed Statements of Cash Flows for the three months
ended February 28, 2009 and March 1, 2008 (unaudited)
Notes to Condensed Financial Statements
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4- CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
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ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5 - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
MICROPAC INDUSTRIES, INC.
CONDENSED BALANCE SHEETS
(Dollars in thousands)
ASSETS
(Unaudited)
CURRENT ASSETS 2/28/09 11/30/08
-------- --------
Cash and cash equivalents $ 6,769 $ 6,522
Receivables, net of allowance for doubtful accounts of $89 2,557 3,243
on February 28, 2009 and $89 on November 30, 2008
Inventories:
Raw materials 2,289 2,368
Work-in process 2,773 2,696
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Total Inventories 5,062 5,064
Prepaid expenses and other current assets 61 123
Deferred income tax 632 632
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Total current assets 15,081 15,584
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PROPERTY, PLANT AND EQUIPMENT, at cost:
Land 80 80
Buildings 498 498
Facility improvements 883 796
Machinery and equipment 6,506 6,488
Furniture and fixtures 603 603
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Total property, plant, and equipment 8,570 8,465
Less accumulated depreciation (7,132) (7,069)
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Net property, plant, and equipment 1,438 1,396
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Total assets $ 16,519 $ 16,980
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 783 $ 1,169
Accrued compensation 352 631
Other accrued liabilities 174 310
Deferred revenue 203 204
Income taxes payable 310 94
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Total current liabilities 1,822 2,408
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DEFERRED INCOME TAXES 97 97
SHAREHOLDERS' EQUITY
Common stock, ($.10 par value), authorized 10,000,000 shares, 308 308
3,078,315 issued and 2,578,315 outstanding at February 28,
2009 and November 30, 2008
Paid-in capital 885 885
Treasury stock, 500,000 shares, at cost (1,250) (1,250)
Retained earnings 14,657 14,532
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Total shareholders' equity 14,600 14,475
-------- --------
Total liabilities andshareholders' equity $ 16,519 $ 16,980
======== ========
See accompanying notes to financial statements.
3
MICROPAC INDUSTRIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in thousands except share data)
(Unaudited)
For three months ended
2/28/09 3/01/08
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NET SALES $ 4,862 $ 4,185
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COST AND EXPENSES:
Cost of goods sold (3,372) (2,913)
Research and development
(81) (94)
Selling, general & administrative expenses (824) (780)
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Total cost and expenses (4,277) (3,787)
----------- -----------
OPERATING INCOME 585 398
Interest income 14 69
----------- -----------
INCOME BEFORE TAXES 599 467
Provision for taxes (216) (177)
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NET INCOME $ 383 $ 290
=========== ===========
NET INCOME PER SHARE, BASIC AND DILUTED $ 0.15 $ 0.11
DIVIDENDS PER SHARE $ 0.10 $ 0.10
WEIGHTED AVERAGE NUMBER OF SHARES, BASIC AND DILUTED 2,578,315 2,578,315
See accompanying notes to financial statements.
4
MICROPAC INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For three months ended
2/28/09 3/01/08
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 383 $ 290
Adjustments to reconcile net income to:
Cash from operating activities:
Depreciation and amortization 63 65
Changes in current assets and liabilities:
Accounts receivable 686 45
Inventories 2 (12)
Prepaid expenses and other current assets 62 37
Deferred revenue (1) (55)
Accounts payable (386) 74
Accrued compensation (279) (236)
Other accrued liabilities (136) (59)
Income taxes payable 216 58
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Net cash provided by operating activities 610 207
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CASH FLOWS FROM INVESTING ACTIVITIES:
Changes in investments 0 500
Additions to property, plant and equipment (105) (69)
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Net cash provided by (used in) investing activities (105) 431
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CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividend (258) (258)
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Net cash used in financing activities (258) (258)
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Net change in cash and cash equivalents 247 380
Cash and Cash Equivalents at beginning of period 6,522 4,394
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Cash and Cash Equivalents at end of period $ 6,769 $ 4,774
======= =======
Supplemental Cash Flow Disclosure
Cash Paid For Income Taxes $ 0 $ 123
======= =======
See accompanying notes to financial statements.
5
MICROPAC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 BASIS OF PRESENTATION
In the opinion of management, the unaudited financial statements include all
adjustments (consisting of only normal, recurring adjustments) necessary to
present fairly the financial position as of February 28, 2009, the cash flows
for the three months ended February 28, 2009 and March 1, 2008, and the results
of operations for the three months ended February 28, 2009 and March 1, 2008.
Unaudited financial statements are prepared on a basis substantially consistent
with those audited for the year ended November 30, 2008. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles in the United States
have been condensed or omitted pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission. However, management believes that the
disclosures contained are adequate to make the information presented not
misleading.
Note 2 SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of sales and expenses during
the reporting period. Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Revenues are recorded as deliveries are made based upon contract prices. Any
losses anticipated on fixed price contracts are provided for currently. Sales
are recorded net of sales returns, allowances and discounts.
Inventories
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Inventories are stated at lower of cost or market value and include material,
labor and manufacturing overhead. All inventories are valued using the FIFO
(first-in, first-out) method of inventory valuation. The Company provides an
allowance for obsolete and overstocked inventory.
Income Taxes
- ------------
The Company accounts for income taxes using the asset and liability method.
Under this method the Company records deferred income taxes for the temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. The resulting deferred tax liabilities and assets are
adjusted to reflect changes in tax law or rates in the period that includes the
enactment date.
Property, Plant, and Equipment
- ------------------------------
Property, plant, and equipment are carried at cost, and depreciation is provided
using the straight-line method at rates based upon the following estimated
useful lives (in years) of the assets:
Buildings........................................................15
Facility improvements..........................................8-15
Machinery and equipment........................................5-10
Furniture and fixtures..........................................5-8
The Company assesses long-lived assets for impairment under Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets. When events or
circumstances indicate that an asset may be impaired, an assessment is
performed. The estimated future undiscounted cash flows associated with the
asset are compared to the asset's net book value to determine if a write down is
required.
Repairs and maintenance are charged against income when incurred. Improvements,
which extend the useful life of property, plant, and equipment are capitalized.
Research and Development Costs
- ------------------------------
Costs for the design and development of new products are expensed as incurred.
6
Comprehensive Income
Comprehensive income includes net income and other comprehensive income which is
generally comprised of changes in the fair value of available-for-sale
marketable securities. For each period presented in the accompanying statement
of income, comprehensive income and net income are the same amount.
Note 3 RELATED PARTY TRANSACTIONS
Glast, Phillips & Murray, P.C. serves as the Company's legal counsel. Mr. James
K. Murphey, a director and member of the Company's audit committee, is a member
of Glast, Phillips & Murray, P.C.
Mr. Eugene Robinson, a director of the Company and member of the Company's audit
committee, provides advisory services to the Company.
Note 4 STOCK-BASED COMPENSATION
On March 1, 2001, the Company's shareholders approved the 2001 Employee Stock
Option Plan (the "Stock Plan"). As of February 28, 2009 there were 500,000
options available to be granted. No options have been granted to date.
Note 5 COMMITMENTS
On June 1, 2008 the Company renewed an uncollateralized $3,000,000 line of
credit agreement with a bank for a term of two (2) years. The interest rate is
equal to the prime rate less 1/4%. The line of credit requires that the Company
maintain certain financial ratios. The financial covenants require the Company
to maintain a quick ratio of at least 1:1, maintain a tangible net worth of
$10,000,000 plus 75% of future net income, and maintain a total liabilities to
tangible net worth of less than 1.25:1. The Company is in compliance with these
covenants. The Company has not, to date, used any of the available line of
credit.
Note 6 EARNINGS PER COMMON SHARE
Basic and diluted earnings per share are computed based upon the weighted
average number of shares outstanding during the year. Diluted earnings per share
gives effect to all dilutive potential common shares. For the three months ended
February 28, 2009 and March 1, 2008, the Company had no dilutive potential
common stock.
Note 7 SHAREHOLDERS' EQUITY
On December 19, 2007, the Board of Directors of Micropac Industries, Inc.
approved the payment of a $.10 per share dividend to all shareholders of record
on January 25, 2008. The dividend payment was paid to shareholders on February
8, 2008.
On January 12, 2009 the Board of Directors of Micropac Industries, Inc. approved
the payment of a special dividend of $0.10 per share for shareholders of record
as of January 26, 2009. The dividend payment was paid to shareholders on
February 09, 2009.
7
MICROPAC INDUSTRIES, INC.
(Unaudited)
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
----------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Business
Micropac Industries, Inc. (the "Company"), a Delaware corporation, manufactures
and distributes various types of hybrid microelectronic circuits, solid state
relays, power operational amplifiers, and optoelectronic components and
assemblies. The Company's products are used as components in a broad range of
military, space and industrial systems, including aircraft instrumentation and
navigation systems, power supplies, electronic controls, computers, medical
devices, and high-temperature (200o C) products. The Company's products are
either custom (being application specific circuits designed and manufactured to
meet the particular requirements of a single customer) or standard, proprietary
components such as catalog items.
The Company's facilities are certified and qualified by Defense Supply Center
Columbus (DSCC) to MIL-PRF-38534 (class K-space level), MIL-PRF-19500 JANS
(space level), and MIL-PRF-28750 (class K space level) and is certified to ISO
9001-2002. Micropac is a NASA core supplier, and is registered to
AS9100-Aerospace Industry standard for supplier certification.
The Company's core technology is the packaging and interconnect of miniature
electronic components, utilizing thick film and thin film substrates, and
forming microelectronics circuits. Other technologies include light emitting and
light sensitive materials and products, including light emitting diodes and
silicon phototransistors used in the Company's optoelectronic components and
assemblies.
Results of Operations
Three months ended
2/28/2009 3/01/2008
NET SALES 100.0% 100.0%
COST AND EXPENSES:
Cost of goods sold 69.4% 69.6%
Research and development 1.7% 2.3%
Selling, general & administrative expenses 16.9% 18.6%
------ ------
Total cost and expenses 88.0% 90.5%
OPERATING INCOME BEFORE INTEREST 12.0% 9.5%
AND INCOME TAXES
Interest income .3% 1.6%
INCOME BEFORE TAXES 12.3% 11.1%
Provision for taxes 4.4% 4.2%
NET INCOME 7.9% 6.9%
Sales for the first quarter ended February 28, 2009 totaled $4,862,000. Sales
for the first quarter increased 16.2% or $677,000 above sales for the same
period of 2008. Sales were 14% in the commercial market, 55% in the military
market, and 31% in the space market compared to 15% in the commercial market,
62% in the military market, and 23% in the space market for the same period of
2008. The major increase in sales was with the space level power management
products sold to various customers offset with a decrease in the standard power
management products.
8
Cost of goods sold for the first quarter 2009 versus 2008 totaled 69.4% and
69.6% of net sales. Cost of goods sold dollars increased $459,000 in the first
quarter of 2009, compared to 2008 with an increase in material cost of $290,000,
labor cost of $59,000, and overhead cost of $110,000 associated with the
increase in sales of space level products.
Research and development cost decreased $13,000 for the first quarter of 2009
compared to the same period of 2008. The research and development expenditures
were associated with continued development of power management products and high
temperature products.
Selling, general and administrative expenses for the first quarter of 2009
totaled 16.9%, compared to 18.6% for the same period in 2008. Selling, general
and administrative expenses increased $44,000 in the first quarter of 2009,
compared to 2008. The majority of the increase was associated with increased
salaries with the addition of two administrative employees.
Interest income decreased $55,000 for the first quarter of 2009 compared to the
same period in 2008. The decrease is attributable to lower yields on the
company's money market investments associated with the current economic and
banking conditions.
Provisions for taxes increased $39,000 for the first quarter of 2009 compared to
the same period in 2008. The estimated effective tax rate was 36% for first
quarter of 2009 compared to 38% for the same period of 2008. The decrease in the
effective tax rate was due to the increase in the Section 199 domestic federal
tax deduction.
Net income in the first quarter of 2009 totaled $383,000, compared to $290,000
for the comparable period in 2008. Net income per share totaled $.15 and $.11
for the comparable three months of 2009 and 2008, respectively.
Total assets decreased $461,000 to $16,519,000 as of February 28, 2009 from
$16,980,000 as of November 30, 2008.
Cash and short-term investments as of February 28, 2009 totaled $6,769,000
compared to $6,522,000 on November 30, 2008 an increase of $247,000. The
increase in cash and short-term investments is attributable to $610,000 net cash
provided by operations, offset by the payment of a cash dividend of $258,000 and
the investment of $105,000 in equipment and facility improvements.
Account receivables totaled $2,557,000 as of February 28, 2009 from $3,243,000
as of November 30, 2008, a decrease of $686,000. Accounts receivable decreased
with improved collections in the first quarter of 2009. Days sales outstanding
averaged 45 days in the first quarter of 2009.
Inventories totaled $5,062,000 at the end of the first quarter 2009 compared to
$5,064,000 on November 30, 2008, a decrease of $2,000. Raw materials inventories
including supplies decreased $79,000 since November 30, 2008, while work-in
process inventories increased $77,000.
Current liabilities totaled $1,822,000 on February 28, 2009 representing a
decrease of $586,000 from November 30, 2008. Accounts payable decreased $386,000
with the payment to one vendor of $933,000 offset with new purchases of $539,000
for space level die used in the power management products. Accrued compensation
decreased $279,000 related to the payment of a cash bonus to all employees.
Shareholders' equity increased $125,000 in the first three months of 2009 with a
net income of $383,000 offset by the dividend payment of $258,000. Earnings per
share for the three month period totaled $.15 per share.
Liquidity and Capital Resources
- -------------------------------
Cash and short-term investments as of February 28, 2009 totaled $6,769,000
compared to $6,522,000 on November 30, 2008, an increase of $247,000. The
increase in cash and short-term investments is attributable to $610,000 net cash
provided by operations, offset by the payment of a cash dividend of $258,000 and
the investment of $105,000 in equipment and facility improvements.
Cash flows from operating activities for the quarter ending February 28, 2009
were $610,000 compared to $207,000 for the quarter ending March 1, 2008.
A special cash dividend of $258,000 was paid on February 9, 2009 to all
shareholders of record on January 26, 2009.
On June 1, 2008 the Company renewed an uncollateralized $3,000,000 line of
credit agreement with a bank for a term of two (2) years. The interest rate is
equal to the prime rate less 1/4%. The line of credit requires that the Company
maintain certain financial ratios. The financial covenants require the Company
to maintain a quick ratio of at least 1:1, maintain a tangible net worth of
$10,000,000 plus 75% of future net income, and maintain a total liabilities to
tangible net worth of less than 1.25:1. The Company is in compliance with these
covenants. The Company has not, to date, used any of the available line of
credit.
9
The Company expects to generate adequate amounts of cash from the sale of
products and services and the collection thereof to meet its liquidity needs for
at least the next twelve months.
Outlook
- -------
New orders for the first quarter of 2009 totaled $3,976,000 compared to
$4,618,000 for the comparable period of 2008.
Backlog totaled $7,841,000 on February 28, 2009 compared to $8,351,000 as of
March 1, 2008.
The decrease in new orders and backlog is primarily attributable to lower orders
on the optoelectronic components from the Company's distribution channels and
standard power management products to international customers. The majority of
the backlog is shippable in the next twelve (12) months.
The Company cannot assure that the results of operations for the interim period
presented are indicative of total results for the entire year due to
fluctuations in customer delivery schedules, or other factors over which the
Company has no control.
Cautionary Statement
- --------------------
This Form 10-Q contains forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially. Investors are warned that
forward-looking statements involve risks and unknown factors including, but not
limited to, customer cancellation or rescheduling of orders, problems affecting
delivery of vendor-supplied raw materials and components, unanticipated
manufacturing problems and availability of direct labor resources.
Such risks and uncertainties include, but are not limited to historical
volatility and cyclicality of the semiconductor and semiconductor capital
equipment markets that are subject to significant and often rapid increases and
decreases in demand. In addition, the Company produces silicon phototransistors
and light emitting diode die for use in certain military, standard and custom
products. Fabrication efforts sometimes may not result in successful results,
limiting the availability of these components. Competitors offer commercial
level alternatives and our customers may purchase our competitors' products if
the Company is not able to manufacture the products using these technologies to
meet the customer demands. Approximately $1,064,000 of the Company's backlog is
dependent on these semiconductors.
The Company disclaims any responsibility to update the forward-looking
statements contained herein, except as may be required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
-----------------------
(a) Evaluation of disclosure controls and procedures.
The Chief Executive Officer and Chief Financial Officer of the Company
evaluated the Company's disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15 (e) as of February 28, 2009 and, based on
this evaluation, concluded that the Company's disclosure controls and
procedures are functioning in an effective manner to ensure that the
information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC's
rules and forms. .
(b) Changes in internal controls.
There has been no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over
financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
The Company is not involved in any material current or pending
legal proceedings.
10
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-----------------------------------------------------------
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
-----------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002
31.2 Certification of Chief Accounting Officer pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley act of 2002.
32.2 Certification of Chief Accounting Officer pursuant to 18
U. S. C. section 1350, as adopted pursuant to section 906 of
the Sarbanes-Oxley act of 2002.
(b) Reports on Form 8-K
Effective October 10, 2007, the Company's majority
shareholder, Mr. Heinz-Werner Hempel, transferred all of the
shares of the Company's common stock, $.10 par value and
consisting of 1,952.577 shares to "Micropac Industries, Inc."
Vermoegensverwaltungsgesellschaft buergerlichen Rechts. This
Partnership is composed of Mr. Hempel, his son and his
daughter. As the consideration for this transfer, Mr. Hempel
received a 99.98% share in this partnership and retains the
sole voting and management control. His son and daughter each
own 0.01% in this Partnership.
On December 19, 2007, the Board of Directors of Micropac
Industries, Inc. approved the payment of a $.10 per share
dividend to all shareholders of record on January 25, 2008.
The dividend payment was paid to shareholders on February 8,
2008.
On January 23, 2008, Mr. Nadolsky announced his plan not to
run for re-election as a Director and Chairman of the Board of
Micropac Industries, Inc. (the "Company") due to health
reasons. Mr. Nadolsky continued to serve in such positions
until the Company's Annual Shareholder Meeting held on March
7, 2008.
On October 15, 2008, the Board of Directors elected Mr. Eugene
A. Robinson, 69, as a director to the board.
On January 12, 2009 the Board of Directors of Micropac
Industries, Inc. approved the payment of a special dividend of
$0.10 per share for shareholders of record as of January 26,
2009. The dividend payment was paid to shareholders on
February 09, 2009.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned duly authorized.
MICROPAC INDUSTRIES, INC.
April 14, 2009 /s/ Mark King
- -------------- -------------
Date Mark King
Chief Executive Officer
April 14, 2009 /s/ Patrick Cefalu
- -------------- ------------------
Date Patrick Cefalu
Chief Financial Officer
12