8-k2015April15



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 15, 2015

TCP INTERNATIONAL HOLDINGS LTD.
(Exact name of registrant as specified in its charter)



Switzerland
1-36521
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
Alte Steinhauserstrasse 1
6330 Cham, Switzerland
(Address of principal executive offices)
(330) 995-6111
(Registrant’s telephone number, including area code)

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 provisions (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))







Item 2.02 Results of Operations and Financial Condition.
On April 15, 2015, TCP International Holdings Ltd. (the “Company”) issued a press release announcing its 2014 fourth quarter and full year financial results. The press release also announced that the Company would be holding a conference call on April 16, 2015 to discuss the results included in the press release. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in this report shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, except as shall be expressly set forth by separate reference in such filing.
Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2015, Ellis Yan, the Company's Chief Executive Officer, entered into a Mutual Separation Agreement whereby he will not renew his employment agreement upon its expiration on June 30, 2015. Mr. Yan will remain a Director and continue to serve as Chairman of the Board of Directors. Under the terms of his Mutual Separation Agreement, Mr. Yan will receive severance comprised of continuing salary for three years. In addition, Mr. Yan is entitled to either continuation of medical, dental and health benefit plans or reimbursement of premiums for similar coverage. The Company expects to record severance expense of approximately $2.1 million in the second quarter of 2015 following Mr. Yan's termination of employment, which will be paid over a 3-year period. A copy of the press release announcing Mr. Yan's departure is filed as Exhibit 99.2 hereto. The foregoing constitutes a summary of the material terms of the Mutual Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Forward Looking Statements
     Certain statements in the foregoing press releases may constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those related to the Company's current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Forward looking statements in these press releases include, but are not limited to, the Company’s expectation regarding its future profitability and the timing and outcome of the Company's executive transition. The Company expressly disclaims any obligation or undertaking to update such forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

EXHIBIT INDEX
 
DESCRIPTION
 
 
 
 
10.1
 
Mutual Separation Agreement among Ellis Yan, TCP International Holdings Ltd. and Technical Consumer Products Inc., dated April 15, 2015 (incorporated by reference to exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on April 15, 2015).
99.1
 
Press Release Reporting 2014 Fourth Quarter and Full Year Financial Results, dated April 15, 2015
99.2
 
Press Release Announcing Leadership Transition, dated April 15, 2015







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 thereunto duly authorized.


 
 
 
TCP INTERNATIONAL HOLDINGS LTD.
 
 
By:


  /s/ Brian Catlett
 
 
 
 Brian Catlett
Chief Financial Officer and Treasurer


Date: April 15, 2015






EXHIBIT INDEX


EXHIBIT INDEX
 
DESCRIPTION
 
 
 
 
10.1
 
Mutual Separation Agreement among Ellis Yan, TCP International Holdings Ltd. and Technical Consumer Products Inc., dated April 15, 2015 (incorporated by reference to exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on April 15, 2015).
99.1
 
Press Release Reporting 2014 Fourth Quarter and Full Year Financial Results, dated April 15, 2015
99.2
 
Press Release Announcing Leadership Transition, dated April 15, 2015



Exhibit 991


Exhibit 99.1

TCP Reports 2014 Fourth Quarter and Full Year Financial Results

Aurora, Ohio (April 15, 2015) – TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced its 2014 fourth quarter and full year financial results.

Net sales for the fourth quarter of 2014 were $153.1 million, a 25% increase compared with $122.9 million in the third quarter of 2014 and a 34% increase compared with $114.5 million in the fourth quarter of 2013. Net income in the fourth quarter was $2.1 million, or $0.07 per diluted share, compared to $4.5 million, or $0.16 per diluted share, in the third quarter of 2014 and a loss of $1.6 million, or $0.08 per diluted share, in the fourth quarter of 2013. Adjusted earnings per share were $0.13 for the fourth quarter of 2014, compared to $0.16 in the third quarter of 2014

Net sales for the full year 2014 were $489.5 million, a 14% increase compared with $428.9 million in 2013. Net income for 2014 was $12.4 million, or $0.52 per diluted share, compared to $8.2 million, or $0.40 per diluted share, in 2013.

“We continued to see solid demand for TCP’s lighting technology in the fourth quarter. We finished the year with strong CFL sales as The Home Depot replenished their inventory levels following our packaging changeover, and we continued to see gains within our LED product portfolio. While the higher CFL sales had an unfavorable impact on margins in the short-term, we remain focused on executing our cost reduction roadmaps to support our profitability and improve our margins moving forward,” said Ellis Yan, TCP’s Chairman and CEO.

Mr. Yan continued, “Strong demand for our products continued into the first two months of 2015, although March sales reflected our decision to delay shipment for some products. As previously announced, we have completed testing on substantially all of our fastest moving SKUs, and with quality and safety affirmed and shipments resumed, sales trends are returning to more normalized levels. We have been very pleased with the support we are receiving from customers and remain confident in the business and TCP’s competitive position.

Fourth Quarter 2014 Summary

Following is a summary of certain key financial measures for the fourth quarter of 2014:

Net sales were $153.1 million, an increase of $30.2 million, or 25%, from the third quarter of 2014 and an increase of $38.6 million, or 34%, from the fourth quarter of 2013.


1



LED sales were $54.9 million, an increase of $1.6 million, or 3%, from the third quarter of 2014 and an increase of $20.1 million, or 58%, from the fourth quarter of 2013, driven by increased sales in the commercial and industrial, or C&I, channel and with Walmart in the retail channel.

CFL sales were $90.5 million, an increase of $30.9 million, or 52% from the third quarter of 2014 and $17.8 million, or 24%, from the fourth quarter of 2013, primarily due to the replenishment of CFL inventories by The Home Depot.

Gross margin was 17.7%, down from 21.7% in the third quarter of 2014 and 18.1% in the fourth quarter of 2013, due to an increase in retail CFL sales and a $4.5 million charge for the write-down of Connected by TCPTM inventory.

Selling, general and administrative expenses were $21.1 million, an increase of $1.7 million from the third quarter of 2014 and $3.8 million from the fourth quarter of 2013, primarily due to share-based compensation expenses associated with restricted share units granted in connection with our IPO and an increase in marketing costs.

Net income was $2.1 million, a decrease from $4.5 million in the third quarter of 2014, and an increase from a loss of $1.6 million in the fourth quarter of 2013. Diluted net income per share was $0.07, a decrease from diluted net income per share of $0.16 in the third quarter of 2014.

Adjusted EPS was $0.13, compared to $0.16 in the third quarter of 2014.

At December 31, 2014, cash and cash equivalents were $31.4 million, down from $60.4 million at September 30, 2014, as a result of debt repayments of $34.0 million during the fourth quarter. Combined short-term loans and long-term debt was $80.2 million at December 31, 2014, down from $113.9 million at September 30, 2014.

Full Year 2014 Summary

Following is a summary of certain key financial measures for the full year of 2014:

Net sales were $489.5 million, an increase of $60.6 million, or 14%, from $428.9 million in 2013.

LED sales were $190.6 million, an increase of $83.5 million, or 78%, from $107.1 million in 2013 attributable to our continued focus on this product line within our C&I channel and with Walmart in the United States and Canada, as well as retail customers in Asia and EMEA.


2



CFL sales were $268.9 million, a decrease of $20.4 million, or 7%, from $289.3 million in 2013. The decline was led by reduced sales to OEM customers and lower CFL sales to The Home Depot.

Gross margin was 21.2%, roughly flat from 21.5% in 2013. The favorable shift in product mix to LED products was offset by increased provisions for excess and obsolete inventory and a stronger Chinese yuan.

Selling, general and administrative expenses were $77.8 million, an increase of $13.5 million from $64.3 million in 2013. This increase was primarily due to payroll increases and share-based compensation expense.

Net income was $12.4 million, an increase of $4.2 million from $8.2 million in 2013.

Adjusted EPS was $0.57, compared to $0.70 in 2013.

Conference Call and Webcast Information
The Company will host a conference call on Thursday, April 16, 2015, at 8:00 a.m. Eastern Time. The call will be available, live, to interested parties by dialing 888-211-0193. For international callers, please dial 913-312-0951. The Conference ID number is 2111529. A live webcast will also be available in the Investors Relations section of the TCP website at: http://investors.tcpi.com . A replay of the webcast will be available through the Investor Relations section of the Company’s web site approximately two hours after the conclusion of the call and remain available for approximately 30 calendar days.

Non-GAAP Adjusted EBITDA and Adjusted EPS
We present the non-GAAP financial measures “Adjusted EBITDA” and "Adjusted EPS" as supplemental measures of our performance. These non-GAAP financial measures are not measures of financial performance or liquidity calculated in accordance with accounting principles generally accepted in the United States, referred to herein as U.S. GAAP, and should be viewed as a supplement to, not a substitute for, our results of operations and balance sheet information presented on the basis of U.S. GAAP.
We define EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, and Adjusted EBITDA as EBITDA before net foreign exchange (gains) losses, litigation settlements, share-based compensation expense and other nonrecurring items.
We define Adjusted EPS as net income (loss) per share, diluted, from continuing operations excluding net foreign exchange (gains) losses, litigation settlements, share-based compensation expense and other nonrecurring items.
Adjusted EBITDA and Adjusted EPS are not necessarily comparable to similarly titled measures reported by other companies. Adjusted EBITDA may exclude certain financial information that some may consider important in evaluating our financial performance. Adjusted EBITDA and Adjusted EPS may not be indicative of historical operating results, and we do not intend for either of them to be predictive of future results of operations. We believe that our use of Adjusted EBITDA and Adjusted EPS as metrics assists our board, management and investors in comparing our operating performance on a consistent basis. Factors in this determination include removing the impact of our capital structure (specifically interest expense, net), asset base (specifically depreciation and amortization) and tax

3



structure, as well as certain items that affect inter-period comparability, such as variability due to unrealized foreign exchange (gains) losses, litigation settlements, non-cash share-based compensation expense and other nonrecurring items, which affect results in a given period or periods.

About TCP
TCP is a leading global manufacturer and distributor of energy efficient lighting technologies. TCP’s extensive product offerings include LED and CFL lamps and fixtures, internet-based lighting control solutions and other energy efficient lighting products. TCP has the largest combined number of LED and CFL ENERGY STAR® compliant lighting products. TCP’s products are currently offered through thousands of retail and C&I distributors. Since TCP’s inception, it has sold more than one billion energy efficient lighting products.  For more information, visit http://www.tcpi.com.

Forward Looking Statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Forward looking statements in this press release include, but are not limited to, the Company’s expectation regarding its future profitability. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While TCP believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein. Such forward-looking statements are made only as of the date of this release. TCP expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions or circumstances on which any statement is based.

Contact
Brian Catlett
Chief Financial Officer
330-954-7689
ir@tcpi.com

Mike Funari
Sapphire Investor Relations, LLC
415-471-2700

4



TCP INTERNATIONAL HOLDINGS LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except per share data)
 
December 31,
2014
 
December 31, 2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
31,354

 
$
21,903

Restricted cash
7,367

 
3,404

Accounts receivable, net
95,089

 
59,574

Inventories
122,342

 
119,477

Prepaids and other current assets
28,393

 
14,415

Deferred income taxes
17,557

 
10,551

Total current assets
302,102

 
229,324

Property, plant and equipment, net
72,037

 
74,558

Land rights, net
4,126

 
4,244

Deferred costs
16,145

 
18,732

Finance receivable from related party

 
1,915

Intangible assets, net
2,345

 
2,993

Deferred income taxes, long-term
7,094

 
7,758

Other long-term assets
1,737

 
1,741

Total assets
$
405,586

 
$
341,265

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Short-term loans and current portion of long-term debt
$
74,813

 
$
122,840

Accounts payable
129,194

 
105,742

Accrued expenses and other current liabilities
77,826

 
62,539

Total current liabilities
281,833

 
291,121

Long-term debt, net of current portion
5,340

 
7,553

Income taxes payable, long-term
7,891

 
7,043

Legal settlements, net of current portion
24,311

 
30,941

Other long-term liabilities
508

 
427

Total liabilities
319,883

 
337,085

Commitments and contingencies
 
 
 
Shareholders’ equity:
 
 
 
Common stock
30,101

 
22,048

Additional paid-in capital
68,063

 
901

Accumulated other comprehensive income
9,290

 
13,721

Retained deficit
(21,751
)
 
(32,490
)
Total shareholders’ equity
85,703

 
4,180

Total liabilities and shareholders’ equity
$
405,586

 
$
341,265



5



TCP INTERNATIONAL HOLDINGS LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(Amounts in thousands, except per share data)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Net sales
$
153,061

 
$
114,452

 
$
489,517

 
$
428,925

Cost of goods sold
126,035

 
93,691

 
385,560

 
336,819

Gross profit
27,026

 
20,761

 
103,957

 
92,106

Selling, general and administrative expenses
21,065

 
17,312

 
77,780

 
64,252

Litigation settlements
400

 
3,032

 
100

 
3,032

Operating income
5,561

 
417

 
26,077

 
24,822

Other expense (income):
 
 
 
 
 
 
 
Interest expense
1,884

 
1,880

 
8,699

 
6,542

Interest income
(58
)
 
(116
)
 
(196
)
 
(483
)
Foreign exchange (gains) losses, net
847

 
1,293

 
(460
)
 
5,929

Income before income taxes
2,888

 
(2,640
)
 
18,034

 
12,834

Income tax expense (benefit)
819

 
(1,028
)
 
5,589

 
4,662

Net income (loss)
$
2,069

 
$
(1,612
)
 
$
12,445

 
$
8,172

Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
(1,183
)
 
(3,535
)
 
(4,431
)
 
2,155

Comprehensive income (loss)
$
886

 
$
(5,147
)
 
$
8,014

 
$
10,327

Net income (loss) per share-basic and diluted
$
0.07

 
$
(0.08
)
 
$
0.52

 
$
0.40



6



TCP INTERNATIONAL HOLDINGS LTD. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 
Year ended December 31,
 
2014
 
2013
Cash flows from operating activities:
 
 
 
Net income
$
12,445

 
$
8,172

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
8,604

 
8,142

Deferred income tax benefit
(6,394
)
 
(2,831
)
Share-based compensation expense
3,963

 

Loss on disposal of equipment
829

 
294

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(34,729
)
 
(5,147
)
Inventories
(3,712
)
 
(40,658
)
Prepaid expenses and other assets
(12,301
)
 
(2,560
)
Accounts payable
27,354

 
15,353

Accrued and other liabilities
12,410

 
2,923

Net cash provided by (used in) operating activities
8,469

 
(16,312
)
Cash flows from investing activities:
 
 
 
Purchases of property, plant and equipment
(11,445
)
 
(12,997
)
(Increase) decrease in restricted cash
(3,965
)
 
1,082

Repayment of related party finance receivables

 
538

Other investing activities, net
292

 
745

Net cash used in investing activities
(15,118
)
 
(10,632
)
Cash flows from financing activities:
 
 
 
Proceeds from initial public offering, net of offering costs

70,206

 

Borrowings under foreign short-term bank loans
120,747

 
153,826

Repayments of foreign short-term bank loans
(154,581
)
 
(110,363
)
(Repayment) borrowings on line of credit agreement, net
(13,704
)
 
4,309

Borrowings of long-term debt
588

 

Repayments of long-term debt
(901
)
 
(256
)
Payment of related party finance liability
(124
)
 
(282
)
Payment of contingent consideration

 
(823
)
Payment of debt issuance costs
(1,097
)
 
(170
)
Decrease in related party payable

 
(36,941
)
Net cash provided by financing activities
21,134

 
9,300

Effect of exchange rate changes on cash and cash equivalents
(5,034
)
 
867

Increase (decrease) in cash and cash equivalents
9,451

 
(16,777
)
Cash and cash equivalents at beginning of period
21,903

 
38,680

Cash and cash equivalents at end of period
$
31,354

 
$
21,903



7



TCP INTERNATIONAL HOLDINGS LTD. AND SUBSIDIARIES
Net Sales by Region and by Product Line
(Unaudited)
(Amounts in thousands)

 
Three Months Ended
 
Year Ended
December 31,
2014
 
September 30,
2014
 
December 31,
2013
 
December 31,
2014
 
December 31,
2013
United States and Canada
$
135,061

 
$
102,369

 
$
92,937

 
$
416,764

 
$
353,292

Asia
6,258

 
7,029

 
6,848

 
29,248

 
21,845

EMEA
9,680

 
10,511

 
9,830

 
32,338

 
32,856

Latin America
2,062

 
2,966

 
4,837

 
11,167

 
20,932

Total net sales
$
153,061

 
122,875

 
114,452

 
$
489,517

 
$
428,925



 
Three Months Ended
 
Year Ended
December 31,
2014
 
September 30,
2014
 
December 31,
2013
 
December 31,
2014
 
December 31,
2013
CFL
$
90,456

 
59,552

 
72,663

 
$
268,881

 
$
289,315

LED
54,932

 
53,369

 
34,875

 
190,632

 
107,130

Linear and fixtures
2,487

 
2,889

 
4,222

 
12,289

 
20,678

Other
5,186

 
7,065

 
2,692

 
17,715

 
11,802

Total net sales
$
153,061

 
122,875

 
114,452

 
$
489,517

 
$
428,925





8



TCP INTERNATIONAL HOLDINGS LTD. AND SUBSIDIARIES
Reconciliation of EBITDA and Adjusted EBITDA to Net Income
and Adjusted EPS to Diluted EPS
(Unaudited)
(Amounts in thousands)


 
Three Months Ended
 
Year Ended
 
December 31,
2014
 
September 30,
2014
 
December 31,
2013
 
December 31,
2014
 
December 31,
2013
Net income (loss)
$
2,069

 
$
4,502

 
$
(1,612
)
 
$
12,445

 
$
8,172

Adjustments:
 
 
 
 
 
 
 
 
 
Interest expense, net
1,826

 
2,116

 
1,764

 
8,503

 
6,059

Income tax expense
819

 
1,186

 
(1,028
)
 
5,589

 
4,662

Depreciation and amortization
2,099

 
2,138

 
2,114

 
8,604

 
8,142

EBITDA
6,813

 
9,942


1,238

 
35,141

 
27,035

Adjustments:
 
 
 
 
 
 
 
 
 
Foreign exchange losses (gains), net
847

 

 
1,293

 
(460
)
 
5,929

Litigation settlements
400

 
(490
)
 
3,032

 
100

 
3,032

Share-based compensation expense
1,962

 
1,395

 

 
3,963

 

Refund of U.S. Customs import tariffs
(550
)
 
(294
)
 

 
(993
)
 

Adjusted EBITDA
$
9,472

 
$
10,553

 
$
5,563

 
$
37,751

 
$
35,996



 
Three Months Ended December 31, 2014
 
Three Months Ended September 30, 2014
 
Three Months Ended December 31, 2013
 
Net Income
Per Share (Diluted)
 
Net Income
Per Share (Diluted)
 
Net Income (Loss)
Per Share (Diluted)
Net income (loss) and net income (loss) per share, diluted
$
2,069

$
0.07

 
$
4,502

$
0.16

 
$
(1,612
)
$
(0.08
)
Adjustments, net of tax:
 
 
 
 
 
 
 
 
Foreign exchange losses (gains), net
447

0.01

 
(280
)
(0.01
)
 
786

0.04

Litigation settlements
254

0.01

 
(310
)
(0.01
)
 
1,986

0.10

Share-based compensation expense
1,275

0.05

 
854

0.03

 


Refund of U.S. Customs import tariffs
(351
)
(0.01
)
 
(186
)
(0.01
)
 


Adjusted net income and Adjusted EPS
$
3,694

$
0.13

 
$
4,580

$
0.16

 
$
1,160

$
0.06



 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Net Income
Per Share (Diluted)
 
Net Income
Per Share (Diluted)
Net income and net income per share, diluted
$
12,445

$
0.52

 
$
8,172

$
0.40

Adjustments, net of tax:
 
 
 
 
 
Foreign exchange losses (gains), net
(769
)
(0.03
)
 
4,110

0.20

Litigation settlements
64


 
1,986

0.10

Share-based compensation expense
2,543

0.11

 


Refund of U.S. Customs import tariffs
(631
)
(0.03
)
 


Adjusted net income and Adjusted EPS
$
13,652

$
0.57

 
$
14,268

$
0.70



9
Exhibit 992


Exhibit 99.2
TCP ANNOUNCES LEADERSHIP TRANSITION

Board Initiates Search for New CEO

AURORA, Ohio, April 15, 2015 - TCP International Holdings Ltd. (NYSE: TCPI) (“TCP” or “the Company”) today announced that Ellis Yan has decided not to renew his employment agreement as Chief Executive Officer as of the expiration of his contract on June 30, 2015. To help ensure a smooth transition, Mr. Yan will continue to serve as Chairman of the TCP Board of Directors and has agreed to be available, as requested, to consult with the new Chief Executive Officer following that appointment. The Nominating and Governance Committee of the TCP Board has begun a search process to identify the next Chief Executive Officer.

Steven Willensky, an independent member of the TCP Board and Chair of its Nominating and Governance Committee, said, “We appreciate the contributions that Ellis made as the founder of TCP. His guidance and the hard work of our dedicated team have enabled TCP to become a leading global manufacturer and distributor of energy efficient lighting technologies. As Chairman and one of the Company’s largest shareholders, Ellis’s insight and expertise will continue to benefit TCP.”
  
Mr. Yan said, “I am proud to have led TCP and am confident the TCP management team will continue driving the Company’s growth and success. While this was a difficult decision for me personally, it is the right decision for the Company and its shareholders. TCP has numerous operating and financial strengths, including a leading product portfolio, a cost efficient manufacturing footprint and more than 7,000 talented employees. With this foundation in place, TCP is well positioned to advance to the next generation of leadership. I look forward to continuing to serve the Company as a board member and Chairman.”

Mr. Willensky continued, “Our search for the Company’s next CEO will focus on individuals who have proven records of leadership and operational experience suited to TCP’s business and the continued execution of TCP’s strategic objectives.”

The Company will host a conference call Thursday, April 16, 2015, at 8:00 a.m. Eastern Time to discuss this leadership transition as well as its 2014 fourth quarter and full year financial results, separately announced today.

About TCP  

TCP is a leading global manufacturer and distributor of energy efficient lighting technologies. TCP’s extensive product offerings include LED and CFL lamps and fixtures, internet-based lighting control solutions and other energy efficient lighting products. TCP has the largest combined number of LED and CFL ENERGY STAR® compliant lighting products, and is a proud ENERGY STAR® partner of the U.S. Environmental Protection Agency.  TCP’s products are currently offered through thousands of retail and C&I distributors. Since TCP’s inception, it has sold more than one billion energy efficient lighting products.  For more information, visit http://www.tcpi.com.





Forward Looking Statements

Certain statements in this release may constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those related to the timing and outcome of TCP's executive transition. Actual results may differ materially from those implied by such forward-looking statements, which are made only as of the date of this release, due to, among other reasons, ancillary or unforeseen implications of TCP's executive transition. TCP expressly disclaims any obligation or undertaking to update such forward-looking statements, except as required by law.



Contacts

For Investors:
Brian Catlett
Chief Financial Officer
330-954-7689
ir@tcpi.com

Mike Funari
Sapphire Investor Relations, LLC
415-471-2700
ir@tcpi.com

For Media:    
Barrett Golden / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 / 415-869-3950