-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QYdQy4o02DtWFJPrz88LTiLHiGaJkziOs40BTFhHrhMfc2qu+4idsnlSmmCNUJ2p 99AS0lzsJAZkfWtOk3lv/A== 0000932214-04-000069.txt : 20040812 0000932214-04-000069.hdr.sgml : 20040812 20040811191803 ACCESSION NUMBER: 0000932214-04-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROFLEX INC CENTRAL INDEX KEY: 0000002601 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 111974412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08037 FILM NUMBER: 04968209 BUSINESS ADDRESS: STREET 1: 35 S SERVICE RD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5166946700 MAIL ADDRESS: STREET 1: 35 S SERVICE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: ARX INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AEROFLEX LABORATORIES INC DATE OF NAME CHANGE: 19851119 8-K 1 form8k063004.txt CURRENT REPORT - INITIAL FILING 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): August 11, 2004 AEROFLEX INCORPORATED (Exact Name of Registrant as Specified in Charter) Delaware 000-02324 11-1974412 (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 35 South Service Road, Plainview, New York 11803 (Address of Principal Executive Offices) (Zip Code) (516) 694-6700 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 99.1 Press release dated August 11, 2004 issued by Aeroflex Incorporated ("Registrant"). Item 12. Results of Operations and Financial Condition On August 11, 2004, the Registrant issued a press release announcing the Registrant's financial results for the fourth fiscal quarter and year ended June 30, 2004. A copy of the Registrant's press release is attached hereto as Exhibit 99.1. The information in this Form 8-K is being furnished under Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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. AEROFLEX INCORPORATED By: /s/Michael Gorin ------------------ Name: Michael Gorin Title: President Dated: August 11, 2004 EX-99.1 2 releasefourthqtr.txt PRESS RELEASE AEROFLEX FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT: Investor Inquiries: - ------------------ Michael Gorin Vice Chairman and Chief Financial Officer (516) 694-6700 AEROFLEX INCORPORATED REPORTS RECORD FOURTH QUARTER FISCAL 2004 OPERATING RESULTS SALES INCREASED 74% FROM PRIOR YEAR AND 11% SEQUENTIALLY TO A RECORD $125.3 MILLION PRO FORMA INCOME FROM CONTINUING OPERATIONS OF $10.4 MILLION OR $.14 PER DILUTED SHARE GAAP INCOME FROM CONTINUING OPERATIONS OF $9.0 MILLION OR $.12 PER DILUTED SHARE PLAINVIEW, NEW YORK, August 11, 2004 -- Aeroflex Incorporated (Nasdaq Symbol: ARXX), a leading designer, developer and manufacturer of automated testing solutions and microelectronics for the aerospace, defense and broadband communications markets, today announced operating results for its fourth quarter and year ended June 30, 2004. Net sales from continuing operations for the fourth quarter ended June 30, 2004 were a record $125.3 million, compared with $72.2 million for the same period of last year, representing an increase of 74%. The Company reported income from continuing operations for the fourth quarter ended June 30, 2004 of $9.0 million, or $.12 per diluted share, versus income from continuing operations of $3.9 million, or $.06 per diluted share, in the same period of last year. On a pro forma basis, for the quarter ended June 30, 2004, after tax income from continuing operations was $10.4 million, or $.14 per diluted share, excluding a pre-tax charge of $2.3 million for amortization of acquired intangibles. On a pro forma basis, for the quarter ended June 30, 2003, after tax income from continuing operations was $4.4 million, or $.07 per diluted share, excluding a pre-tax charge of $684,000 for amortization of acquired intangibles. Net sales from continuing operations for the year ended June 30, 2004 were $414.1 million, compared with $265.8 million for the same period of last year, representing an increase of 56%. The Company reported income from continuing operations for the year ended June 30, 2004 of $20.5 million, or $.29 per diluted share, versus income from continuing operations of $10.9 million, or $.18 per diluted share, in the same period of last year. On a pro forma basis, for the year ended June 30, 2004, after tax income from continuing operations was $28.0 million, or $.40 per diluted share, excluding pre-tax charges of o $4.2 million for a write-off of in-process research and development related to the Company's acquisitions and o $7.7 million for amortization of acquired intangibles. On a pro forma basis, for the year ended June 30, 2003, after tax income from continuing operations was $12.7 million, or $.21 per diluted share, excluding a pre-tax charge of $2.7 million for amortization of acquired intangibles. The pro forma results are a supplement to financial statements based on GAAP. The Company uses pro forma information to evaluate its operating performance and believes this presentation provides investors with additional insight into its underlying operating results. A full reconciliation between the pro forma and GAAP results from continuing operations is included in the accompanying financial data. "Fourth quarter results from continuing operations exceeded our expectations and reflect new records for net sales, gross margins and operating income," said Michael Gorin, Vice Chairman and Chief Financial Officer. "Sales reached a record $125.3 million, an increase of 74% compared to last year's fourth quarter and a third to fourth quarter sequential increase of 11%. Sales are net of $4.6 million related to our shock and vibration control device discontinued operation. Gross profit margins also set a new record of 47.8% of sales which represents a third to fourth quarter sequential increase of 66 basis points, aided primarily by a favorable product mix and higher factory utilization. Pro forma operating income expanded to a record 13.7% of sales, an improvement of 59 basis points over the third quarter. Our fiscal year 2004 acquisitions made solid contributions to our operating results. "In June 2004, we announced the planned divestiture of our shock and vibration control device manufacturing subsidiary. The operating results of this operation and our thin film manufacturing operation have been reported as discontinued operations for all of the current and preceding fiscal periods." First Quarter Fiscal 2005 Business Outlook - ------------------------------------------ Our estimate of operating results for the September 2004 quarter is as follows: o Net sales are expected to be between $113 and $115 million, which excludes the sales of our discontinued shock and vibration control device operation. o Gross profit margins are expected to be approximately 46% of sales. o S,G&A costs are expected to be approximately 22% to 23% of sales. o R&D costs are anticipated to be approximately 13% to 13.5% of sales. o Amortization of acquired intangibles is expected to be approximately $.02 per diluted share. o Using a share count of 76.5 million shares and an expected income tax rate of 37.5%, we anticipate pro forma earnings from continuing operations per diluted share of $.10 or $.11. Pro forma earnings exclude amortization of acquired intangibles. GAAP earnings per diluted share are anticipated to be $.08 or $.09. Our conference call discussing fourth quarter results is scheduled for 9:00 a.m. (New York time) on August 12, 2004 and can be accessed by dialing 1-866-761-0749 in the United States and by dialing 617-614-2707 outside of the United States. The participant passcode is 76715020. There will be a replay of the conference call starting at approximately 11:00 a.m. (New York time) on August 12, 2004 and will be available for one week. The replay can be accessed by dialing 1-888-286-8010 within the United States and by dialing 617-801-6888 outside of the United States. The access code for both telephone numbers is 65693309. This call is being webcast by CCBN and can be accessed at Aeroflex's website at www.aeroflex.com. This webcast will be archived on that site for one year. In conjunction with this conference call, the Company has also posted on its website certain financial information on its fourth quarter results. About Aeroflex - -------------- Aeroflex Incorporated is a global provider of high technology solutions to the aerospace, defense and broadband communications markets. The Company's diverse technologies allow it to design, develop, manufacture and market a broad range of test, measurement and microelectronic products. The Company's common stock trades on the Nasdaq National Market System under the symbol ARXX and is included in the S&P SmallCap 600 index. Additional information concerning Aeroflex Incorporated can be found on the Company's Web site: www.aeroflex.com. All statements other than statements of historical fact included in this press release regarding Aeroflex's financial position, business outlook, business strategy and plans and objectives of its management for future operations are forward-looking statements. When used in this press release, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to Aeroflex or its management, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Aeroflex's management, as well as assumptions made by and information currently available to its management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, competitive factors and pricing pressures, the divestiture of the thin film interconnect and shock and vibration control device manufacturing businesses, the integration of the business of each of MCE Technologies, Celerity Systems and the Racal Instruments Wireless Solutions Group with Aeroflex, changes in legal and regulatory requirements, technological change or difficulties, product development risks, commercialization difficulties and general economic conditions. Such statements reflect our current views with respect to the future and are subject to these and other risks, uncertainties and assumptions relating to Aeroflex's financial condition, results of operations, growth strategy and liquidity. Aeroflex does not undertake any obligation to update such forward-looking statements.
AEROFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) For the Quarter Ended (Unaudited) 6/30/04 6/30/04 6/30/03 6/30/03 --------- --------- --------- -------- (GAAP) (Pro forma) (GAAP) (Pro forma) Net sales $ 125,309 $ 125,309 $ 72,164 $ 72,164 Cost of sales 65,425 65,425 41,867 41,867 --------- --------- --------- --------- Gross profit 59,884 59,884 30,297 30,297 --------- --------- --------- --------- Selling, general and administrative costs 27,794 27,794 16,063 16,063 Research and development costs 14,984 14,984 7,981 7,981 Amortization of acquired intangibles 2,282 - 684 - --------- --------- --------- --------- Total operating costs 45,060 42,778 24,728 24,044 --------- --------- --------- --------- Operating income 14,824 17,106 5,569 6,253 --------- --------- --------- --------- Other expense (income) Interest expense 328 328 295 295 Other expense (income) (410) (410) (276) (276) --------- --------- --------- --------- Total other expense (income) (82) (82) 19 19 --------- --------- --------- --------- Income from continuing operations before income taxes 14,906 17,188 5,550 6,234 Provision for income taxes 5,933 6,780 1,670 1,876 --------- --------- --------- --------- Income from continuing operations 8,973 10,408 3,880 4,358 Loss from discontinued operations, net of tax (695) (695) (830) (830) --------- --------- --------- --------- Net income $ 8,278 $ 9,713 $ 3,050 $ 3,528 ========= ========= ========= ========= Income per common share: Basic Continuing operations $ .12 $ .14 $ .06 $ .07 Discontinued operations (.01) (.01) (.01) (.01) ----- ----- ----- ----- Net income $ .11 $ .13 $ .05 $ .06 ===== ===== ===== ===== Diluted Continuing operations $ .12 $ .14 $ .06 $ .07 Discontinued operations (.01) (.01) (.01) (.01) ----- ----- ----- ----- Net income $ .11 $ .13 $ .05 $ .06 ===== ===== ===== ===== Weighted average number of shares outstanding - Basic 74,349 74,349 60,233 60,233 ====== ====== ====== ====== - Diluted 76,658 76,658 60,795 60,795 ====== ====== ====== ======
AEROFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (In thousands, except per share data) For the Year Ended (Unaudited) 6/30/04 6/30/04 6/30/03 6/30/03 ------- ------- ------- ------- (GAAP) (Pro forma) (GAAP) (Pro forma) Net sales $ 414,101 $ 414,101 265,807 $ 265,807 Cost of sales 221,409 221,409 157,720 157,720 --------- --------- ------- --------- Gross profit 192,692 192,692 108,087 108,087 --------- --------- ------- --------- Selling, general and administrative costs 94,735 94,735 58,949 58,949 Research and development costs 49,972 49,972 29,515 29,515 Amortization of acquired intangibles 7,730 - 2,721 Acquired in-process R&D 4,220 - - - --------- --------- --------- --------- Total operating costs 156,657 144,707 91,185 88,464 --------- --------- --------- --------- Operating income 36,035 47,985 16,902 19,623 --------- --------- --------- --------- Other expense (income) Interest expense 1,403 1,403 1,104 1,104 Other expense (income) 1,711 1,711 (459) (459) --------- --------- --------- -------- Total other expense (income) 3,114 3,114 645 645 --------- --------- --------- -------- Income from continuing operations before income taxes 32,921 44,871 16,257 18,978 Provision for income taxes 12,457 16,834 5,362 6,260 --------- --------- --------- -------- Income from continuing operations 20,464 28,037 10,895 12,718 Loss from discontinued operations, net of tax (8,317) (8,317) (4,499) (4,499) --------- --------- --------- -------- Net income $ 12,147 $ 19,720 $ 6,396 $ 8,219 ========= ========= ========= ======= Net income per common share: Basic Continuing operations $ .30 $ .41 $ .18 $ .21 Discontinued operations (.12) (.12) (.07) (.07) ----- ----- ----- ----- Net income $ .18 $ .29 $ .11 $ .14 ===== ===== ===== ===== Diluted Continuing operations $ .29 $ .40 $ .18 $ .21 Discontinued operations (.12) (.12) (.07) (.07) ----- ----- ----- ----- Net income $ .17 $ .28 $ .11 $ .14 ===== ===== ===== ===== Weighted average number of shares outstanding - Basic 67,917 67,917 60,193 60,193 ====== ====== ====== ====== - Diluted 69,931 69,931 60,753 60,753 ====== ====== ====== ======
AEROFLEX INCORPORATED AND SUBSIDIARIES RECONCILIATION OF REPORTED GAAP RESULTS TO PRO FORMA ---------------------------------------------------- INCOME FROM CONTINUING OPERATIONS (Unaudited) --------------------------------------------- (In thousands, except per share data) For the Quarter Ended For the Year Ended --------------------- ------------------ 6/30/04 6/30/03 6/30/04 6/30/03 ------- ------- ------- ------- GAAP income from continuing operations $ 8,973 $ 3,880 $ 20,464 $ 10,895 Pro forma adjustments: Amortization of acquired intangible assets 2,282 684 7,730 2,721 Acquired in-process R&D - - 4,220 - Income tax benefit (847) (206) (4,377) (898) -------- -------- -------- -------- Pro forma income from continuing operations $ 10,408 $ 4,358 $ 28,037 $ 12,718 ======== ======== ======== ======== Income per common share: Basic GAAP income from continuing operations after tax $ .12 $ .06 $ .30 $ .18 Pro forma adjustments, net of tax .02 .01 .11 .03 ------ ------ ----- ----- Pro forma income from continuing operations after tax $ .14 $ .07 $ .41 $ .21 ====== ====== ====== ===== Diluted GAAP income from continuing operations after tax $ .12 $ .06 $ .29 $ .18 Pro forma adjustments, net of tax .02 .01 .11 .03 ------ ------ ------ ----- Pro forma income from continuing operations after tax $ .14 $ .07 $ .40 $ .21 ====== ====== ====== ===== Weighted average number of shares outstanding - Basic 74,349 60,233 67,917 60,193 ====== ====== ====== ====== - Diluted 76,658 60,795 69,931 60,753 ====== ====== ====== ======
AEROFLEX INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, June 30, 2004 2003 -------- -------- (Unaudited) (In thousands) ASSETS - ------ Current assets: Cash and cash equivalents $ 98,502 $ 51,307 Accounts receivable, less allowance for doubtful accounts 97,031 60,881 Inventories 94,617 69,366 Deferred income taxes 18,021 13,509 Assets of discontinued operations 10,496 10,760 Prepaid expenses and other current assets 8,646 5,415 -------- --------- Total current assets 327,313 211,238 Property, plant and equipment, net 74,372 56,005 Intangible assets with definite lives, net 40,602 12,980 Goodwill 89,636 20,343 Deferred income taxes - 252 Assets of discontinued operations 7,338 18,314 Other assets 10,932 11,484 -------- --------- Total assets $ 550,193 $ 330,616 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,770 $ 1,879 Accounts payable 25,293 19,154 Advance payments by customers 11,725 2,826 Income taxes payable 798 1,802 Liabilities of discontinued operations 4,573 4,108 Accrued payroll expenses 15,620 7,899 Accrued expenses and other current liabilities 28,266 12,014 --------- --------- Total current liabilities 91,045 49,682 Long-term debt 5,505 7,391 Deferred income taxes 8,205 - Liabilities of discontinued operations 3,613 3,722 Other long-term liabilities 14,728 11,406 --------- --------- Total liabilities 123,096 72,201 --------- --------- Stockholders' equity: Preferred Stock, par value $.10 per share; authorized 1,000,000 shares: Series A Junior Participating Preferred Stock, par value $.10 per share, authorized 110,000; none issued - - Common Stock, par value $.10 per share authorized 110,000,000 shares; issued 74,282,000 and 60,122,000 shares 7,428 6,012 Additional paid-in capital 370,491 222,943 Accumulated other comprehensive income 11,387 3,816 Retained earnings 37,805 25,658 --------- --------- 427,111 258,429 Less: Treasury stock, at cost (4,000 shares) 14 14 --------- --------- Total stockholders' equity 427,097 258,415 --------- --------- Total liabilities and stockholders' equity $ 550,193 $ 330,616 ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----