TCP Announces Completion of Audit Committee Investigation, Extension of NYSE Deadline and Amendment of Credit Agreement

Oct 5, 2016

Aurora, Ohio, October 5, 2016 — TCP International Holdings Ltd. (NYSE: TCPI) today announced the results of its previously disclosed Audit Committee investigation into certain payments made by the Company’s Chairman, Ellis Yan, and into potential related party transactions involving Ellis Yan and the Company’s Vice Chairman, Solomon Yan. The Audit Committee concluded that:

  • The Company’s historical financial statements omitted compensation expense received by numerous employees directly from Ellis
    Yan, which totaled approximately $276,000.
  • The Company’s historical financial statements omitted related party disclosures related to transactions with entities owned
    or influenced by Solomon Yan.
  • Ellis Yan violated the terms of his Mutual Separation Agreement by contacting or communicating with employees and others
    in business relationships with the Company.

The actions of our Chairman and Vice-Chairman, in failing to adhere to the Company’s established policies and procedures, were inconsistent with setting an appropriate tone at the top, and resulted in a material weakness in the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is evaluating remedial actions to address this material weakness.

Based upon the Company’s completion of the investigation and plans to regain compliance with the Securities and Exchange Commission’s (SEC) reporting requirements, the New York Stock Exchange (NYSE) granted the Company an additional extension for continued listing and trading on the NYSE. The extension, which is subject to the NYSE’s review on an ongoing basis, provides the Company until November 25, 2016, to file its outstanding reports with the SEC. During the extension period, trading of the Company’s shares will remain unaffected. The NYSE does not have the discretion under its rules to grant any further extensions to the Company.

The Company is working expeditiously to complete its financial statements for the three and nine months ended September 30, 2015, the fiscal year ended December 31, 2015, the three months ended March 31, 2016 and the three and six months ended June 30, 2016, implement appropriate remedial actions and prepare its delinquent reports. The issuance of audited financial statements is also dependent upon its independent auditor’s ability to complete its audit and issue an opinion with respect to the Company’s financial statements for the fiscal year ended December 31, 2015.

Finally, the Company announced the increase and extension of its credit agreement with PNC Bank. The new line of credit facility provides up to $50 million in borrowings through September 29, 2020. The Company plans to continue to use this line for the general operating needs of the Company and is pleased to continue this partnership with PNC.