-----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, EqusBvkmMi4fmXYov7r1qS9JgrSmeovsDLi1HKUxBDkAPx25g8uZoyqrNKPsL4mv 0Y0IctoSYm0jOrKJIjgutw== 0000932214-03-000083.txt : 20030507 0000932214-03-000083.hdr.sgml : 20030507 20030507170509 ACCESSION NUMBER: 0000932214-03-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030507 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: 03686714 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 pressrelease8k.txt INITIAL FILING - CURRENT REPORT 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): May 7, 2003 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 and Exhibits. Exhibits 99.1 Press release dated May 7, 2003 issued by Aeroflex Incorporated ("Registrant"). Item. 9. Regulation FD Disclosure The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial Condition." On May 7, 2003, the Registrant issued a press release announcing the Registrant's financial results for the third fiscal quarter ended March 31, 2003. 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 9 and 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: May 7, 2003 EX-99.1 3 newsreleaseexh.txt PRESS RELEASE NEWS RELEASE FOR IMMEDIATE RELEASE --------------------- FOR FURTHER INFORMATION CONTACT: Investor Inquiries: Media Inquiries: - ------------------ --------------- Michael Gorin Andrew Merrill, David Pitts President and Chief Financial Officer The Abernathy MacGregor Group (516) 694-6700 (212) 371-5999 AEROFLEX INCORPORATED REPORTS THIRD QUARTER FISCAL 2003 OPERATING RESULTS SALES INCREASED 48% FROM PRIOR YEAR TO $74.9 MILLION INCOME FROM CONTINUING OPERATIONS OF $2.9 MILLION OR $ .05 PER SHARE PLAINVIEW, NEW YORK, May 7, 2003 -- 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 third quarter ended March 31, 2003. Net sales for the third quarter ended March 31, 2003 were $74,942,000 compared with $50,571,000 for the same period of last year, representing an increase of 48% and $71,764,000 for the second quarter ended December 31, 2002, a sequential increase of over 4%. The Company reported income from continuing operations for the third quarter ended March 31, 2003 of $2,925,000, or $.05 per diluted share, versus a loss from continuing operations of $(1,013,000), ($.02) per share, in 2002 and income from continuing operations of $1,684,000, or $.03 per share, in the second quarter. The loss from continuing operations for the third quarter of 2002 included a $5,050,000 charge ($3,350,000, net of tax) or $.06 per diluted share, for the closing of the Company's Richardson, Texas facility. Net sales for the nine months ended March 31, 2003 were $213,139,000 compared with $135,875,000 for the same period last year, which represents an increase of 57%. The Company reported income from continuing operations for the nine months ended March 31, 2003 of $5,483,000, $.09 per diluted share, versus $474,000, $.01 per diluted share, in 2002. Last year's income from continuing operations included a $5,050,000 charge ($3,350,000, net of tax) or $.06 per diluted share for the Texas facility closing. "We are pleased to report another quarter of sequential sales growth, expanding gross margins and improved operating margins, despite continuing worldwide lethargic business conditions," said Michael Gorin, President. "In our third quarter, sales increased 4.4% sequentially, gross profit margins expanded to 39.7% of sales and operating income reached 5.9% of sales. We remain confident that our business model is sound and that we are well positioned to take advantage of business conditions as they improve." Fourth Quarter Fiscal 2003 Business Outlook Our estimate of operating results for the June 2003 quarter is as follows: o Sales are expected to increase sequentially approximately 5%. o Gross profit margins are expected to be approximately 39%. o Operating expenses are expected to decline as a percentage of sales to approximately 32% to 32 1/2%. o Using an income tax rate of 34% and a share count of 61 million shares, we anticipate earnings per diluted share of $.06. Our conference call discussing third quarter results is scheduled for 9:00 a.m. (New York time) on May 8, 2003 and can be accessed by dialing 1-800-230-1059 in the United States and by dialing 612-288-0329 outside of the United States. There will be a replay of the conference call starting at 12:30 p.m. (New York time) on May 8, 2003 and ending at 11:59 p.m. (New York time) on May 15, 2003. The replay can be accessed by dialing 1-800-475-6701 within the United States and by dialing 320-365-3844 outside of the United States. The access code for both telephone numbers is 681036. The replay will also be available for twelve months on the Company's website at www.aeroflex.com. In conjunction with this conference call, the Company has also posted on its website certain financial information on its third 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 integration of the business of IFR Systems 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 CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) For the Nine Months Ended 3/31/03 3/31/02 (Unaudited) Net sales $ 213,139 $ 135,875 Cost of sales 131,343 87,453 --------- --------- Gross profit 81,796 48,422 Selling, general and administrative costs 50,003 33,229 Research and development costs 22,751 14,965 --------- --------- Operating income 9,042 228 Interest and other expense (income), net 739 (528) --------- --------- Income before income taxes 8,303 756 Provision for income taxes 2,820 282 --------- --------- Income from continuing operations 5,483 474 --------- --------- Discontinued operations Loss from discontinued operations, net of tax 404 1,485 Loss on abandonment of operations, net of tax 1,734 - --------- --------- Total loss from discontinued operations, net of tax 2,138 1,485 --------- --------- Net income (loss) $ 3,345 $ (1,011) ========= ========= Income (loss) per share: Basic Continuing operations $ .09 $ .01 Discontinued operations (.03) (.03) ----- ------ Net income (loss) $ .06 $ (.02) ===== ====== Diluted Continuing operations $ .09 $ .01 Discontinued operations (.03) (.03) ----- ------ Net income (loss) $ .06 $ (.02) ===== ====== Weighted average number of shares outstanding - Basic 60,180 59,926 ======= ======= - Diluted 60,739 61,992 ======= ======= AEROFLEX INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) For the Quarter Ended 3/31/03 3/31/02 (Unaudited) Net sales $ 74,942 $ 50,571 Cost of sales 45,208 32,314 --------- --------- Gross profit 29,734 18,257 Selling, general and administrative costs 17,540 13,951 Research and development costs 7,757 5,901 --------- --------- Operating income (loss) 4,437 (1,595) Interest and other expense (income), net 17 (99) --------- --------- Income (loss) before income taxes 4,420 (1,496) Provision (benefit) for income taxes 1,495 (483) --------- --------- Income (loss) from continuing operations 2,925 (1,013) --------- --------- Discontinued operations Loss from discontinued operations, net of tax 8 616 Loss on abandonment of operations, net of tax - - --------- --------- Total loss from discontinued operations, net of tax 8 616 --------- --------- Net income (loss) $ 2,917 $ (1,629) ========= ========= Income (loss) per common share: Basic Continuing operations $ .05 $(.02) Discontinued operations - (.01) ----- ----- Net income (loss) $ .05 $(.03) ===== ===== Diluted Continuing operations $ .05 $(.02) Discontinued operations - (.01) ----- ----- Net income (loss) $ .05 $(.03) ===== ===== Weighted Average Number of Shares Outstanding - Basic 60,229 60,088 ======== ======= - Diluted 60,831 60,088 ======== ======= AEROFLEX INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, June 30, 2003 2002 ---------- ----------- (Unaudited) (In thousands) ASSETS Current assets: Cash and cash equivalent $ 42,705 $ 38,559 Accounts receivable, less allowance for doubtful accounts 64,053 63,384 Income taxes receivable 870 4,432 Inventories 74,456 72,040 Deferred income taxes 12,956 12,259 Assets of discontinued operations - 1,367 Prepaid expenses and other current assets 6,796 3,360 --------- --------- Total current assets 201,836 195,401 Property, plant and equipment, net 68,817 73,473 Intangible assets with definite lives, net 15,778 17,815 Goodwill 22,476 20,179 Deferred income taxes 867 2,477 Other assets 11,636 9,120 --------- --------- Total assets $ 321,410 $ 318,465 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 1,844 $ 2,171 Accounts payable 16,490 18,356 Advance payments by customers 2,816 1,775 Liabilities of discontinued operations 1,074 366 Accrued expenses and other current liabilities 24,130 26,637 --------- --------- Total current liabilities 46,354 49,305 Long-term debt 11,603 12,638 Other long-term liabilities 8,348 7,040 --------- --------- Total liabilities 66,305 68,983 --------- --------- 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 60,117,000 and 60,006,000 shares 6,012 6,001 Additional paid-in capital 222,921 222,351 Accumulated other comprehensive income 3,578 1,881 Retained earnings 22,608 19,263 --------- --------- 255,119 249,496 Less: Treasury stock, at cost (4,000 shares) 14 14 --------- --------- Total stockholders' equity 255,105 249,482 --------- --------- Total liabilities and stockholders' equity $ 321,410 $ 318,465 ========= ========== -----END PRIVACY-ENHANCED MESSAGE-----