8-K

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 the Report:  May 3, 2004

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 incorporation or organization)	I.R.S Employer Identification Number
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut	06067
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (860) 257-0200

Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 3, 2004, Axsys Technologies, Inc. issued an earnings release announcing its financial results for the first quarter ended April 3, 2004.  A copy of the earnings release is attached as Exhibit 99.1.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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:  May 3, 2004

AXSYS TECHNOLOGIES, INC.
(Registrant)
By:	/s/ David A. Almeida
	David A. Almeida
	Chief Financial Officer

2

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated May 3, 2004

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:

David Almeida

Chief Financial Officer

Axsys Technologies, Inc.

(860) 257-0200

www.axsys.com

AXSYS TECHNOLOGIES ANNOUNCES FIRST QUARTER RESULTS

•First Quarter Sales Increase 14.9% Over 2003

•Income Before Taxes Increases 95.8% Over 2003

•Backlog up 24.4% Over The Prior Year and 10.2% Over Year-End

ROCKY HILL, CONN. – May 3, 2004 – Axsys Technologies, Inc. (NASDAQ: AXYS), a global leader in the design, manufacture and distribution of precision opto-mechanical components and assemblies for the aerospace, defense and high performance commercial markets, today announced results for the first quarter of 2004.

Sales totaled $23.4 million in the quarter ended April 3, 2004, compared to $20.4 million in the first quarter of 2003, an increase of $3.0 million, or 14.9 percent. In the first quarter of 2004, Axsys reported net income of $1.6 million, or $0.35 per share, compared to net income of  $0.9 million, or $0.19 per share, in the quarter ended March 29, 2003.

The income tax provision for the first quarter of 2004 reflects a combined federal and state effective tax rate of 10.0 percent, which represents 6.0 percent for federal taxes and 4.0 percent for state taxes. The federal tax provision for the quarter reflects a reduced tax rate due to the utilization of $0.5 million of the previously established federal tax valuation allowance. Pre-tax income in the first quarter of 2004 was $1.8 million compared to $0.9 million in the first quarter of 2003.

Stephen W. Bershad, Chairman and Chief Executive Officer of Axsys, commented: "We are clearly seeing the effects of the growing market demand for our unique products. Bookings, sales, operating profit and backlog, within all three of our business units, have increased compared to the first quarter of 2003. Our book-to-bill ratio for the quarter was 1.3:1, bringing our backlog to a record level of $76.0 million. It is particularly encouraging to note that these results do not include the effects of the recently announced acquisition of Telic Optics which should only further strengthen Axsys’ leverage as a premier supplier of opto-optical systems in the markets that we serve."

Sales within the Aerospace and Defense Group during the quarter totaled $13.4 million, an increase of 10.9 percent from the first quarter of 2003. Sales within the Commercial Products Group totaled $3.8 million, a 21.1 percent increase from the first quarter of 2003. The Distributed Products Group’s sales totaled $6.2 million, representing a 20.5 percent increase from the first quarter of 2003.

Gross margin in the first quarter of 2004 was 29.0 percent, which compares favorably to a 26.7 percent gross margin reported for the same period in 2003. Gross margins improved across all three business segments over the prior year, primarily due to an increase in volume along with a favorable mix of higher margin products.

Mr. Bershad added: “Given our strong financial performance in the first quarter we are currently re-evaluating our previous guidance, which anticipates revenue growth of 11% to 14% and operating income growth of 48% to 54%, as announced on April 8, 2004.”

Axsys’ management invites you to listen to our conference call or our live audio webcast on May 4, 2004, at 10 a.m. ET regarding first quarter of 2004 financial results. The domestic dial-in number is (888) 343-2180, the international dial-in number is (212) 341-7080 and the access number is 21192150. This call is being webcast by CCBN and can be accessed at Axsys Technologies’ Web site at www.axsys.com.

A replay of the conference call will begin at 1:00 p.m.  ET on May 4, 2004 and will be available until May 11, 2004, at 12:00 p.m.  ET. The replay can be accessed by dialing (800) 633-8284 or, outside the U.S., (402) 977-9140, with an access number of 21192150.  The webcast replay will be available until June 4, 2004.

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, graphic arts and health imaging 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.

AXSYS TECHNOLOGIES, INC.

Consolidated Balance Sheets

(Unaudited, in thousands)

	April 3, 2004			December 31, 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,699		$	5,197
Short-term investments	2,492			6,983
Accounts receivable – net	13,161			10,197
Inventories – net	26,912			24,786
Income taxes – deferred and current	2,203			2,203
Other current assets	967			1,223
TOTAL CURRENT ASSETS	54,434			50,589
PROPERTY, PLANT AND EQUIPMENT – net	11,524			11,315
EXCESS OF COST OVER NET ASSETS ACQUIRED	3,600			3,600
OTHER ASSETS	1,353			1,341
TOTAL ASSETS	$	70,911		$	66,845
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	6,525		$	4,240
Accrued expenses and other liabilities	7,302			7,955
Deferred income	5,506			4,546
Current portion of capital lease obligation	374			423
TOTAL CURRENT LIABILITIES	19,707			17,164
CAPITAL LEASES, less current portion	429			568
OTHER LONG-TERM LIABILITIES	5,219			5,215
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Common stock	47			47
Capital in excess of par	39,380			39,375
Accumulated other comprehensive loss	(12		)	(39		)
Retained earnings	7,363			5,750
Treasury stock	(1,222		)	(1,235		)
TOTAL SHAREHOLDERS’ EQUITY	45,556			43,898
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	70,911		$	66,845

AXSYS TECHNOLOGIES, INC.

Consolidated Statements of Operations

(Unaudited, in thousands)

	For the Three Months Ended
	April 3, 2004			March 29, 2003
Net sales	$	23,406		$	20,373
Cost of sales	16,625			14,926
Gross margin	6,781			5,447
Selling, general and administrative expenses	4,399			4,103
Research, development and engineering expenses	576			471
Operating income	1,806			873
Interest expense	(32		)	(51		)
Interest income	25			30
Other (expense) income, net	(7		)	63
Income before taxes	1,792			915
Provision for income taxes	(179		)	(41		)
Net income	1,613			$	874
Basic income per share	$	0.35		$	0.19
Weighted average basic common shares outstanding	4,660			4,655
Diluted income per share	$	0.34		$	0.19
Weighted average dilutive common shares outstanding	4,790			4,669