Key Tronic Corp 8-K, filed Jul 7, 2021
Key Tronic Corp (KTCC)
8-K
2021-07-07
For: 2021-07-06
View Original
Added on
July 08, 2026
About this 8-K
Key Tronic Corp filed this 8-K on July 7, 2021, reporting on events of July 6, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 6, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code (509 ) 928-8000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ | ||||
ITEM 7.01 REGULATION FD DISCLOSURE
On July 6, 2021 , Key Tronic Corporation issued a press release announcing that the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) has completed its internal investigation, which was originally announced in February 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K including the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing of Key Tronic Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SAFE HARBOR STATEMENT. Statements contained in the Exhibit to this report that state Key Tronic Corporation’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Key Tronic Corporation’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the Exhibit to this report and the documents that Key Tronic Corporation has filed with the Securities and Exchange Commission.
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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 hereunto duly authorized.
KEY TRONIC CORPORATION (Registrant) | ||||||||||||||||||||
| Date: July 6, 2021 | ||||||||||||||||||||
| By: | /s/ Brett R. Larsen | |||||||||||||||||||
| Brett R. Larsen, Executive Vice President of Administration, CFO and Treasurer | ||||||||||||||||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACTS: | Brett Larsen | Michael Newman | ||||||||||||
| Chief Financial Officer | Investor Relations | |||||||||||||
| Key Tronic Corporation | StreetConnect | |||||||||||||
| (509) 927-5500 | (206) 729-3625 | |||||||||||||
KEY TRONIC CORPORATION ANNOUNCES
COMPLETION OF AUDIT COMMITTEE INVESTIGATION
Spokane Valley, WA— July 6, 2021 — Key Tronic Corporation (Nasdaq: KTCC) (the “Company”), a provider of electronic manufacturing services (EMS), today announced that the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) has completed its internal investigation, which was originally announced in February 2021. The Audit Committee, assisted by independent legal counsel and a forensic accounting firm, conducted an investigation related to a notification from an employee regarding potential irregularities of the classification of inventory at a production facility.
The Audit Committee concluded that inventory and cost of goods sold was improperly recorded at its Oakdale, MN production facility during the fourth quarter of fiscal year 2020 and during the first six months of fiscal year 2021. The investigation identified accounting errors resulting in an understatement of cost of goods sold and an overstatement of inventory. Additional inventory accounting errors unrelated to the investigation were also identified by management. These errors were a result of deficiencies in the Company’s internal control over financial reporting. The financial impact of the improper recording of inventory and cost of goods sold and the other accounting errors unrelated to the investigation did not result in a restatement of any audited or unaudited financial statements.
Additionally, the Audit Committee found that certain employee actions regarding the improper recording of inventory and cost of goods sold at the Oakdale facility were inconsistent with the Company’s Code of Conduct and related policies. The Audit Committee referred these findings to the Company, which has taken and is reviewing appropriate actions.
The Audit Committee, the Board of Directors and Company management have proposed certain remedial actions which the Company has adopted or will adopt, including: control design enhancements related to existing controls; the design, implementation, and maintenance of additional controls; systems upgrades; changes in reporting structures; additional training; and enhanced financial and operational oversight at the production facilities in Arkansas, Minnesota and Mississippi.
As previously disclosed, the Company has not filed its Quarterly Reports on Form 10-Q for the quarters ended December 26, 2020 and April 3, 2021 (the “Quarterly Reports”) on a timely basis pending the completion of the internal investigation. As the internal investigation and subsequent accounting review have now concluded, the Company is filing both Quarterly Reports today. These reports will be available on the SEC website tomorrow morning.
Also as previously announced, the Company continues to cooperate with the Securities and Exchange Commission (the “SEC”) regarding this matter.
About Key Tronic
Key Tronic is a leading contract manufacturer offering value-added design and manufacturing services from its facilities in the United States, Mexico, China and Vietnam. The Company provides its customers full engineering services, materials management, worldwide manufacturing facilities, assembly services, in-house testing, and worldwide distribution. Its customers include some of the world’s leading original equipment manufacturers. For more information about Key Tronic visit: www.keytronic.com.
Forward-Looking Statements
Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, those including such words as anticipates, continues, expects, will, intends, similar verbs, or nouns corresponding to such verbs, which may be forward looking. Forward-looking statements also include other passages that are relevant to expected future events, performances, and actions or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this press release include, without limitation, the Company’s statements regarding its ability to file and the timing of any such filing of its Quarterly Reports on Form 10-Q, the Company’s expectations and its and others’ actions with respect to the investigation and related matters, including expected financial conditions and results, and the Company’s intended actions regarding the recommendations and referrals of the Audit Committee, Board of Directors and management. There are many factors, risks and uncertainties that could cause actual results to differ materially from those predicted or projected in forward-looking statements including, but not limited to, the findings of the investigation, related actions by the Securities and Exchange Commission (“SEC”), accountants and other third parties, finalization of the Company’s controls review, and factors, risks, and uncertainties detailed from time to time in the Company’s SEC filings.
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