-----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, WmojofZU3HJECzq9HykNToHqsapLoHJc/QfW8pJtngLeMLRGZ6CbvqMeFKM6+jhh WJeUQ2K/lzvhOPK/PU9JIw== 0001047469-03-011063.txt : 20030331 0001047469-03-011063.hdr.sgml : 20030331 20030331093006 ACCESSION NUMBER: 0001047469-03-011063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030328 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000206030 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 111962029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16182 FILM NUMBER: 03627373 BUSINESS ADDRESS: STREET 1: 175 CAPITAL BLVD SUITE 103 CITY: ROCKY HILL STATE: CT ZIP: 06067 BUSINESS PHONE: 2018711500 MAIL ADDRESS: STREET 1: 175 CAPITAL BLVD SUITE 103 CITY: ROCKY HILL STATE: CT ZIP: 06067 FORMER COMPANY: FORMER CONFORMED NAME: VERNITRON CORP DATE OF NAME CHANGE: 19920703 8-K 1 a2107242z8-k.txt FORM 8-K 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 THE REPORT: MARCH 28, 2003 COMMISSION FILE NUMBER 0-16182 AXSYS TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-1962029 (State or other jurisdiction of I.R.S Employer incorporation or organization) Identification Number 175 CAPITAL BOULEVARD, SUITE 103 06067 ROCKY HILL, CONNECTICUT Zip Code) (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (860) 257-0200 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. In a press release on March 28,2003, Axsys Technologies, Inc. (Nasdaq: AXYS) announced a revision in its 2002 results. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit 99.1 Axsys Technologies, Inc. Press Release dated March 28, 2003 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL OPERATIONS See Item 5. 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. Date: March 28, 2003 AXSYS TECHNOLOGIES, INC. (Registrant) By: /s/ DAVID A. ALMEIDA ----------------------------------------- David A. Almeida Chief Financial Officer EX-99.1 3 a2107242zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 [GRAPHIC OMITTED][GRAPHIC OMITTED] FOR IMMEDIATE RELEASE Contact: David Almeida Chief Financial Officer Axsys Technologies, Inc. (860) 257-0200 WWW.AXSYS.COM AXSYS TECHNOLOGIES ANNOUNCES REVISION IN 2002 RESULTS ROCKY HILL, CONN. - MARCH 28, 2003 - Axsys Technologies, Inc. (Nasdaq: AXYS), a global leader in the design, manufacture and distribution of precision opto-mechanical components and assemblies found in high performance aerospace, defense and commercial equipment for high-technology markets, today announced, concurrent with the filing of its Annual Report on Form 10-K, a revision in its 2002 results to reflect the establishment of a valuation allowance recorded for its net deferred tax asset. Upon final review of our year-end financial results with Ernst & Young and in light of the significant tax benefits generated during 2002 related to the sale of our Automation businesses and Teletrac Inc., we have reassessed the timing of the utilization of the $6.0 million net deferred tax asset reported at the time of our earnings release on February 13, 2003. As a result of this reassessment, we have elected to establish a valuation allowance, resulting in a $4.6 million tax charge within 2002 (see Exhibit I and II). Although this non-cash valuation allowance results in a reduction of net deferred taxes as a balance sheet asset, Axsys will still be able to utilize these amounts to reduce future tax obligations in profitable periods. In accordance with Financial Accounting Standard No. 109 "Accounting for Income Taxes", this deferred tax asset valuation allowance will be reduced and the future tax benefits will be recognized as taxable income is generated in 2003 and beyond. Although the pre-tax operating results remain unchanged, as a result of the establishment of the valuation allowance, the net after-tax results previously announced for 2002 will be adjusted. The net loss of $2.4 million, or ($0.52) per diluted share for the year ended December 31, 2002 will be adjusted to a net loss of $7.1 million, or ($1.50) per diluted share. Each of the quarters of 2002 will be adjusted to reflect the establishment of the valuation allowance as set forth in Exhibit III. This change will have no impact on our cash flow. During 2002, Axsys has focused on improving our resource allocation, expense management, and execution within our core operations. Axsys' management believes that we are well positioned for the future, both financially and from a product offerings standpoint. As announced in our February 13, 2003 earnings release, we reported income before taxes from continuing operations in the fourth quarter of 2002 of $1.4 million. These financial results include a reversal of $235,000 for restructuring and special charges originally recorded earlier in the year. We believe that Axsys will remain profitable during 2003. In the event that future profits are recognized, the related taxes would reduce the valuation allowance until it is exhausted as opposed to being reported as an expense, which would have the effect of increasing future reported earnings per share. Axsys Technologies, Inc. is a vertically integrated supplier of precision optical and motion control components and assemblies for high-technology applications, serving the aerospace, defense, semiconductor and graphic arts markets. For more information, contact Axsys Technologies Inc, at www.axsys.com. This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words such as "expect," "anticipate," "plan," "may," "will," "estimate" or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors, which could cause actual results to differ materially, are described in Axsys' reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. 2 EXHIBIT I AXSYS TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
As of December 31, 2002 ------------------------------- Originally Reported Revised (Unaudited) -------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,920 $ 9,920 Accounts receivable - net 10,068 10,068 Inventories - net 22,080 22,080 Income tax - deferred and current 4,077 7,398 Other current assets 1,046 1,046 ---------- ---------- TOTAL CURRENT ASSETS 47,191 50,512 PROPERTY, PLANT AND EQUIPMENT - net 11,263 11,263 EXCESS OF COST OVER NET ASSETS ACQUIRED - net 3,600 3,600 OTHER ASSETS 318 318 ---------- ---------- TOTAL ASSETS $ 62,372 65,693 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,108 3,108 Accrued expenses and other liabilities 9,285 9,285 Deferred income 3,115 3,115 Current portion of capital lease obligation 1,055 1,055 ---------- ---------- TOTAL CURRENT LIABILITIES 16,563 16,563 CAPITAL LEASES, less current portion 1,191 1,191 OTHER LONG-TERM LIABILITIES 5,525 4,215 SHAREHOLDERS' EQUITY: Common stock, authorized 30,000,000 shares, issued 4,792,674 shares at December 31, 2002 and 2001 47 47 Capital in excess of par 39,587 39,581 Retained earnings 752 5,383 Treasury stock, at cost, 138,988 shares and 96,876 shares at December 31, 2002 and 2001, respectively (1,293) (1,287) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 39,093 43,724 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 62,372 $ 65,693 ========== ==========
3 EXHIBIT II AXSYS TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA - UNAUDITED)
For the Twelve Months Ended December 31, 2002 --------------------------------- Originally Reported Revised (Unaudited) ----------- ------------ Net sales $ 79,586 $ 79,586 Cost of sales 60,500 60,500 ---------- ----------- Gross margin 19,086 19,086 Selling, general and administrative expenses 16,262 16,262 Research and development expenses 1,003 1,003 Restructuring and special charges 1,854 1,854 ---------- ----------- Operating loss (33) (33) ---------- ----------- Interest expense - net (22) (22) Other income 10 10 ---------- ----------- Loss from continuing operations before taxes and cumulative effect of change in accounting principle (45) (45) (Provision for) benefit from income taxes (2,969) 1,662 ---------- ----------- (Loss) income from continuing operations before cumulative effect of change in accounting principle (3,014) 1,617 Loss from discontinued operations (4,582) (4,582) Cumulative effect of change in accounting principle 535 535 ---------- ----------- Net loss $ (7,061) $ (2,430) ========== =========== BASIC AND DILUTED (LOSS) INCOME PER SHARE: (Loss) income from continuing operations before cumulative effect of change in accounting principle $ (0.64) $ 0.34 Loss from discontinued operations (0.97) (0.97) Cumulative effect of change in accounting principle 0.11 0.11 ---------- ----------- Total $ (1.50) $ (0.52) ========== =========== Weighted average basic and diluted common shares outstanding 4,692 4,692
4 EXHIBIT III AXSYS TECHNOLOGIES, INC, RECONCILIATION OF QUARTERLY STATEMENTS OF OPERATIONS - UNAUDITED
Three Months Ended Three Months Ended March 30, 2002 June 29, 2002 ----------------------------------------- ------------------------------------- Originally Adjustment Revised Originally Adjustment Revised Reported Reported ------------- -------------- ------------ ------------- -------------- --------- Net sales $ 19,092 -- $ 19,092 $ 20,586 -- $ 20,586 Cost of sales 14,978 14,978 15,623 15,623 ------------- -------------- ------------ ------------- -------------- --------- Gross margin 4,114 -- 4,114 4,963 -- 4,963 Selling, general and administrative expenses 4,006 -- 4,006 4,494 4,494 Research and development expenses 307 -- 307 180 -- 180 Restructuring and special charges 1,281 -- 1,281 794 -- 794 ------------- -------------- ------------ ------------- -------------- --------- Operating loss (1,480) -- (1,480) (505) -- (505) Other income (expenses) 61 -- 61 (192) -- (192) ------------- -------------- ------------ ------------- -------------- --------- Loss from continuing operations before taxes and cumulative effect of change in accounting principle (1,419) -- (1,419) (697) -- (697) Benefit from (provision for) income taxes 1,533 (1,975) (442) 413 (950) (537) ------------- -------------- ------------ ------------- -------------- --------- Income (loss) from continuing operations before cumulative effect of change in accounting principle 114 (1,975) (1,861) (284) (950) (1,234) Loss from discontinued operations (899) -- (899) (859) -- 859) Cumulative effect of change in accounting principle 535 -- 535 -- -- -- ------------- -------------- ------------ ------------- -------------- --------- Net loss $ (250) $ (1,975) $ (2,225) $ (1,143) $ (950) $ (2,093) ============= ============== ============ ============= ============== =========
Three Months Ended Three Months Ended September 28, 2002 December 31, 2002 ----------------------------------------- -------------------------------------- Originally Adjustment Revised Originally Adjustment Revised Reported Reported ------------- -------------- ------------ ------------- -------------- --------- Net sales $ 19,086 -- $ 19,086 $ 20,822 -- $ 20,822 Cost of sales 14,346 -- 14,346 15,553 -- 15,553 ------------- -------------- ------------ ------------- -------------- --------- Gross margin 4,740 -- 4,740 5,269 -- 5,269 Selling, general and administrative expenses 3,906 -- 3,906 3,856 -- 3,856 Research and development expenses 242 -- 242 274 -- 274 Restructuring and special charges -- -- -- (221) -- (221) ------------- -------------- ------------ ------------- -------------- --------- Operating income 592 -- 592 1,360 -- 1,360 Other income 42 -- 42 77 -- 77 ------------- -------------- ------------ ------------- -------------- --------- Income from continuing operations before taxes and cumulative effect of change in accounting principle 634 -- 634 1,437 -- 1,437 Provision for income taxes (204) (1,221) (1,425) (80) (485) (565) ------------- -------------- ------------ ------------- -------------- --------- Income (loss) from continuing operations before cumulative effect of change in accounting principle 430 (1,221) (791) 1,357 (485) 872 Loss from discontinued operations (2,508) -- (2,508) (316) -- (316) Cumulative effect of change in accounting principle -- -- -- -- -- -- ------------- -------------- ------------ ------------- -------------- --------- Net (loss) income $ (2,078) $ (1,221) $ (3,299) $ 1,041 $ (485) $ 556 ============= ============== ============ ============= ============== =========
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