-----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, Lkru4OhIUvMtm6fOOixK4UHy8hC9aW0qHOA31w0u3pwONOA05TiCu7lTFEH+n/rz hE+rZXKFyDGTLl6lrZtlBg== 0000932214-03-000131.txt : 20031106 0000932214-03-000131.hdr.sgml : 20031106 20031106143204 ACCESSION NUMBER: 0000932214-03-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031106 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: 03981985 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 pr093003.txt 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): November 6, 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. 99.1 Press release dated November 6, 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 November 6, 2003, the Registrant issued a press release announcing the Registrant's financial results for the first fiscal quarter ended September 30, 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. 2 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: November 6, 2003 3 EX-99 3 pressrelease11603.txt PRESS RELEASE [GRAPHIC OMITTED][GRAPHIC OMITTED] [GRAPHIC OMITTED][GRAPHIC OMITTED] 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 FIRST QUARTER FISCAL 2004 OPERATING RESULTS SALES INCREASED 23% FROM PRIOR YEAR TO A RECORD $81.7 MILLION PRO FORMA NET INCOME OF $3.3 MILLION OR $.05 PER SHARE BEFORE IN-PROCESS R&D WRITE-OFF AND AMORTIZATION OF ACQUIRED INTANGIBLES PLAINVIEW, NEW YORK, NOVEMBER 6, 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 first quarter ended September 30, 2003. Net sales for the first quarter ended September 30, 2003 were a record $81.7 million, compared with $66.4 million for the same period of last year, representing an increase of 23%. The Company reported net income for the first quarter ended September 30, 2003 of $394,000, or $.01 per diluted share, versus $632,000, or $.01 per diluted share, in the same period of last year. On a pro forma basis, excluding $3.1 million for a write-off of in-process research and development related to the Company's acquisition of Racal Instruments Wireless Solutions Group and MCE Technologies and $1.4 million for amortization of acquired intangibles, net income was $3.3 million, or $.05 per diluted share, for the quarter ended September 30, 2003. On a pro forma basis, excluding $759,000 for amortization of acquired intangibles, net income was $1.1 million, or $.02 per diluted share, for the quarter ended September 30, 2002. "First quarter results were strong and exceeded our expectations with sales in excess of $81 million, gross profit margins expanding more than 2% sequentially to 42.5% of sales and pro forma earnings per share of $.05," said Michael Gorin, President. "In the current quarter, we completed the acquisitions of both Racal Instruments Wireless Solutions and MCE Technologies with the integration of both proceeding smoothly. "With an exceptionally strong first quarter book-to-bill of 1.19 to 1, taken together with signs of improving economic conditions, we have reason to be optimistic about our business outlook for the remainder of our fiscal year." SECOND QUARTER FISCAL 2004 BUSINESS OUTLOOK Our estimate of operating results for the December 2003 quarter, which includes both Racal Instruments Wireless Solutions Group and MCE Technologies for a full quarter, is as follows: o Net sales are expected to increase sequentially approximately 24 to 25% which would result in our first $100+ million quarter. o Gross profit margins are expected to again exceed 42% of sales. o S,G&A costs are expected to be approximately 23% of sales. o R&D costs are anticipated to be approximately 13% of sales. o Amortization of acquired intangibles is expected to be approximately $.02 per diluted share. o Using a share count of 68 million shares and an income tax rate of 36%, we anticipate pro forma earnings per diluted share of $.07. Pro forma earnings exclude amortization of acquired intangibles and any charge for acquired in-process research and development related to our acquisition of the business of Celerity Systems Incorporated (CA) from L-3 Communications on October 31, 2003. GAAP earnings per diluted share are anticipated to be $.05, excluding any charge for acquired in-process research and development related to Celerity. Our conference call discussing first quarter results is scheduled for 4:30 p.m. (New York time) on November 6, 2003 and can be accessed by dialing 1-800-901- 5217 in the United States and by dialing 617-786-2964 outside of the United States. The participant passcode is 53951216. There will be a replay of the conference call starting at approximately 6:30 p.m. (New York time) on November 6, 2003 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 44263621. 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 first 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 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 CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Quarter Ended (Unaudited) --------------------------------- 9/30/03(a) 9/30/03(a) 9/30/02(b) 9/30/02(b) ---------- ---------- ---------- ------------ (GAAP) (Pro Forma) (GAAP) (Pro forma) NET SALES $ 81,737 $ 81,737 $ 66,434 $ 66,434 Cost of sales 46,979 46,979 41,491 41,491 -------- -------- --------- --------- GROSS PROFIT 34,758 34,758 24,943 24,943 Selling, general and administrative costs 19,232 19,232 14,767 14,767 Research and development costs 10,211 10,211 7,643 7,643 Amortization of acquired intangibles 1,433 - 759 - Acquired in-process R&D 3,120 - - - --------- -------- --------- --------- OPERATING INCOME 762 5,315 1,774 2,533 Interest and other expense (income), net 148 148 463 463 --------- -------- --------- --------- Income before income taxes 614 5,167 1,311 2,070 Provision for income taxes 220 1,860 437 691 --------- -------- --------- --------- Income from continuing operations 394 3,307 874 1,379 Loss from discontinued operations, net of tax - - 242 242 --------- -------- --------- --------- Net income $ 394 $ 3,307 $ 632 $ 1,137 ========= ======== ========= ========= Income per common share: Basic Continuing operations $ .01 $ .05 $ .01 $ .02 Discontinued operations - - - - ----- ----- ----- ----- Net income $ .01 $ .05 $ .01 $ .02 ===== ===== ===== ===== Diluted Continuing operations $ .01 $ .05 $ .01 $ .02 Discontinued operations - - - - ----- ----- ----- ----- Net income $ .01 $ .05 $ .01 $ .02 ===== ===== ===== ===== Weighted Average Number of Shares Outstanding - Basic 61,959 61,959 60,125 60,125 ======== ======== ======== ======== - Diluted 63,197 63,197 60,622 60,622 ======== ======== ======== ========
(a) Actual results include, and pro forma results exclude, amortization of acquired intangibles of $1,433,000 and a charge of $3,120,000 for in-process research and development costs related to the Company's acquisitions of Racal Instruments Wireless Solutions Group in July 2003 and MCE Technologies in September 2003. (b) Actual results include, and pro forma results exclude, amortization of acquired intangibles of $759,000. AEROFLEX INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 30, June 30, 2003 2003 ------------- ------------- (unaudited) (In thousands) ASSETS - ------ Current assets: Cash and cash equivalents $ 10,927 $ 51,307 Accounts receivable, less allowance for doubtful accounts 74,518 65,243 Inventories 94,159 74,738 Deferred income taxes 16,147 14,394 Prepaid expenses and other current assets 9,883 5,556 --------- --------- Total current assets 205,634 211,238 Property, plant and equipment, net 84,038 66,724 Intangible assets with definite lives, net 43,644 15,111 Goodwill 88,589 22,449 Deferred income taxes - 1,002 Other assets 14,816 14,092 --------- --------- Total assets $ 436,721 $ 330,616 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Current portion of long-term debt $ 2,084 $ 1,879 Accounts payable 22,526 19,694 Advance payments by customers 7,931 2,826 Income taxes payable 1,235 1,802 Liabilities of discontinued operations 887 973 Accrued expenses and other current liabilities 41,069 22,508 --------- ---------- Total current liabilities 75,732 49,682 Long-term debt 30,875 10,956 Deferred income taxes 12,020 - Other long-term liabilities 12,639 11,563 --------- ---------- Total liabilities 131,266 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 65,981,000 and 60,122,000 shares 6,598 6,012 Additional paid-in capital 268,555 222,943 Accumulated other comprehensive income 4,264 3,816 Retained earnings 26,052 25,658 --------- ---------- 305,469 258,429 Less: Treasury stock, at cost (4,000 shares) 14 14 --------- ---------- Total stockholders' equity 305,455 258,415 --------- ---------- Total liabilities and stockholders' equity $ 436,721 $ 330,616 ========= ==========
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