-----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, UfuXTrz5TQghtPhLaFumpTx6wwdi81SU5zb+VIJQjBQ/vk3xgiElnq9Bro+nFYJ1 K3qmDI5NBgBRdl5zh2HNmw== 0000932214-05-000017.txt : 20050207 0000932214-05-000017.hdr.sgml : 20050207 20050207172456 ACCESSION NUMBER: 0000932214-05-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 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: 05581414 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 prrelease8k0205.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): FEBRUARY 7, 2005 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 7, 2005, Aeroflex Incorporated (the "Registrant") issued a press release announcing the Registrant's financial results for the second fiscal quarter ended December 31, 2004. A copy of the Registrant's press release is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 99.1 Press release dated February 7, 2005 issued by the Registrant. The information filed as an exhibit to this Form 8-K is being furnished in accordance with Item 2.02 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: Vice Chairman Dated: February 7, 2005 EX-99.1 2 financialsrelease.txt PRESS RELEASE NEWS 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 SECOND QUARTER FISCAL 2005 OPERATING RESULTS SALES INCREASED 13% FROM PRIOR YEAR TO $112.5 MILLION PRO FORMA INCOME FROM CONTINUING OPERATIONS OF $7.4 MILLION OR $.10 PER DILUTED SHARE GAAP INCOME FROM CONTINUING OPERATIONS OF $6.1 MILLION OR $.08 PER DILUTED SHARE PLAINVIEW, NEW YORK, FEBRUARY 7, 2005 -- 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 second quarter ended December 31, 2004. Net sales from continuing operations for the second quarter ended December 31, 2004 were $112.5 million, compared with $99.6 million for the same period of last year, representing an increase of 13%. On a GAAP basis, the Company reported after tax income from continuing operations for the second quarter ended December 31, 2004 of $6.1 million, or $.08 per diluted share, versus after tax 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 December 31, 2004, after tax income from continuing operations was $7.4 million, or $.10 per diluted share, excluding a pre-tax charge of $2.0 million for amortization of acquired intangibles. On a pro forma basis, for the quarter ended December 31, 2003, after tax income from continuing operations was $5.9 million, or $.09 per diluted share, excluding pre-tax charges of: o $1.1 million for a write-off of in-process research and development related to the Company's acquisition of Celerity Systems, Incorporated (CA) and o $2.0 million for amortization of acquired intangibles. Net sales from continuing operations for the six months ended December 31, 2004 were $221.7 million, compared with $175.7 million for the same period of last year, representing an increase of 26%. On GAAP basis, the Company reported after tax income from continuing operations for the six months ended December 31, 2004 of $12.5 million or $.16 per diluted share versus after tax income from continuing operations of $4.9 million, or $.07 per diluted share, in the same period of last year. On a pro forma basis for the six months ended December 31, 2004 after tax income from continuing operations was $15.1 million, or $.20 per diluted share, excluding a pre-tax charge of $4.1 million for amortization of acquired intangibles. On a pro forma basis, for the six months ended December 31, 2003 after tax income from continuing operations was $9.7 million, or $.15 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 $3.3 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. The highlights of the Company's year-over-year financial performance from continuing operations for the second quarter of fiscal 2005 are as follows: o Net sales increased 13% to $112.5 million from $99.6 million. o Gross profit margins were 47.6% compared to 45.9% last year. o Pro forma operating margins reached 10.3%, compared to 10.1% last year. o Pro forma operating income increased 14.7% to $11.6 million. "We are encouraged by our second quarter performance with sales growing 3% sequentially and gross profit margins expanding to 47.6% of sales," said Michael Gorin, Vice Chairman and CFO. "The stronger than expected gross profit margins were primarily the result of a favorable sales mix and operating efficiencies in our test solutions segment. "Our book-to-bill ratio for the second quarter was an excellent 1.08 to 1 and we are anticipating a positive book-to-bill in the third quarter which gives us reason to believe that business conditions are continuing to improve." THIRD QUARTER FISCAL 2005 BUSINESS OUTLOOK - ------------------------------------------ Our March 2005 operating results will include charges of approximately $.02 per diluted share for restructuring costs associated with certain of our foreign operations and $.02 per diluted share for consulting fees related to Sarbanes Oxley 404 compliance. The restructuring is expected to be completed by the end of March 2005 and result in annual savings of approximately $2 million. The outside costs related to Sarbanes compliance other than year-end audit fees (which are being accrued over the course of the year) are expected to be significantly less in future quarters. o Net sales are expected to be in the range of $117 million to $119 million. o Gross profit margins are expected to be approximately 47% to 47.5% of sales. o SG&A costs are expected to be approximately 22% to 22.5% of sales, excluding the Sarbanes related charge of $.02 per diluted share referred to above. Including the costs related to Sarbanes compliance, total SG&A costs are expected to be approximately 24% to 24.5% of sales. o R&D costs are anticipated to be approximately 13% to 13.5% of sales. o Restructuring costs are expected to be approximately $.02 per diluted share. 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, excluding the restructuring costs referred to above and amortization of acquired intangibles. The costs related to Sarbanes compliance will not be an adjustment in the computation of pro forma earnings per common share. GAAP earnings are anticipated to be $.06 per diluted share. Our conference call discussing second quarter results is scheduled for 9:00 a.m. (New York time) on February 8, 2005 and can be accessed by dialing 1-800-291-5365 in the United States and by dialing 617-614-3922 outside of the United States. The participant passcode is 10200503. There will be a replay of the conference call starting at approximately 11:00 a.m. (New York time) on February 8, 2005 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 87351195. 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 regarding its second 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 shock and vibration control device manufacturing business, 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) -------------------------------- 12/31/04 12/31/04 12/31/03(a) 12/31/03(a) --------- -------- -------- --------- (GAAP) (Pro forma) (GAAP) (Pro forma) NET SALES $112,469 $112,469 $ 99,581 $ 99,581 Cost of sales 58,988 58,988 53,873 53,873 --------- -------- --------- --------- GROSS PROFIT 53,481 53,481 45,708 45,708 Selling, general and administrative costs 26,719 26,719 23,845 23,845 Research and development costs 15,199 15,199 11,780 11,780 Amortization of acquired intangibles 2,042 - 1,976 - Acquired in-process R&D - - 1,100 - --------- -------- --------- --------- OPERATING INCOME 9,521 11,563 7,007 10,083 Interest and other income (expense), net 379 379 (871) (871) --------- -------- --------- --------- Income from continuing operations before income taxes 9,900 11,942 6,136 9,212 Provision for income taxes 3,758 4,510 2,224 3,337 --------- -------- --------- --------- Income from continuing operations 6,142 7,432 3,912 5,875 Income (loss) from discontinued operations, net of tax (819) (819) (6,303) (6,303) --------- -------- --------- --------- Net income (loss) $ 5,323 $ 6,613 $ (2,391) $ (428) ========= ======== ========= ========= Income (loss) per common share: Basic Continuing operations $ .08 $ .10 $ .06 $ .09 Discontinued operations (.01) (.01) (.10) (.10) ----- ----- ----- ----- Net income (loss) $ .07 $ .09 $(.04) $(.01) ===== ===== ===== ===== Diluted Continuing operations $ .08 $ .10 $ .06 $ .09 Discontinued operations (.01) (.01) (.09) (.10) ----- ----- ------ ----- Net income (loss) $ .07 $ .09 $ (.03) $ (.01) ===== ===== ====== ====== Weighted average number of shares Outstanding - Basic 74,625 74,625 66,556 66,556 ======= ======= ======= ======= - Diluted 76,310 76,310 68,433 68,433 ======= ======= ======= =======
(a) Restated to reflect the results of both our thin-film interconnect and shock and vibration control device operations as discontinued operations.
AEROFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) For the Six Months Ended (Unaudited) -------------------------------------------------- 12/31/04 12/31/04 12/31/03(a) 12/31/03(a) -------- -------- -------- -------- (GAAP) (Pro forma) (GAAP) (Pro forma) NET SALES $221,651 $221,651 $ 175,674 $ 175,674 Cost of sales 116,839 116,839 96,174 96,174 --------- -------- --------- --------- GROSS PROFIT 104,812 104,812 79,500 79,500 Selling, general and administrative costs 51,486 51,486 41,757 41,757 Research and development costs 29,743 29,743 21,645 21,645 Amortization of acquired intangibles 4,101 - 3,316 - Acquired in-process R&D - - 4,220 - --------- -------- --------- --------- OPERATING INCOME 19,482 23,583 8,562 16,098 Interest and other income (expense), net 543 543 (946) (946) --------- -------- --------- --------- Income from continuing operations before income taxes 20,025 24,126 7,616 15,152 Provision for income taxes 7,484 8,992 2,742 5,455 --------- -------- --------- --------- Income from continuing operations 12,541 15,134 4,874 9,697 Income (loss) from discontinued operations, net of tax (1,602) (1,602) (6,870) (6,870) --------- -------- --------- --------- Net income (loss) $ 10,939 $ 13,532 $ (1,996) $ 2,827 ========= ======== ========= ========= Income (loss) per common share: Basic Continuing operations $ .17 $ .20 $ .08 $ .15 Discontinued operations (.02) (.02) (.11) (.11) ----- ----- ----- ----- Net income (loss) $ .15 $ .18 $(.03) $ .04 ===== ===== ===== ===== Diluted Continuing operations $ .16 $ .20 $ .07 $ .15 Discontinued operations (.02) (.02) (.10) (.11) ----- ----- ----- ------ Net income (loss) $ .14 $ .18 $(.03) $ .04 ===== ===== ===== ====== Weighted average number of shares Outstanding - Basic 74,536 74,536 64,258 64,258 ======= ======= ======= ======= - Diluted 76,149 76,149 65,815 65,815 ======= ======= ======= =======
(a) Restated to reflect the results of both our thin-film interconnect and shock and vibration control device operations as discontinued operations.
AEROFLEX INCORPORATED AND SUBSIDIARIES RECONCILIATION OF REPORTED GAAP RESULTS TO PRO FORMA ---------------------------------------------------- INCOME FROM CONTINUING OPERATIONS --------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) For the Quarter Ended For the Six Months Ended --------------------- ------------------------ 12/31/04 12/31/03 12/31/04 12/31/03 -------- -------- -------- -------- GAAP income from continuing operations $ 6,142 $ 3,912 $ 12,541 $ 4,874 Pro forma Adjustments: Amortization of acquired intangible assets 2,042 1,976 4,101 3,316 Acquired in-process R&D - 1,100 - 4,220 Income tax benefit (752) (1,113) (1,508) (2,713) --------- -------- --------- --------- Pro forma income from continuing operations $ 7,432 $ 5,875 $ 15,134 $ 9,697 ========= ======== ========= ========= Income per common share: Basic GAAP income from continuing operations after tax $ .08 $ .06 $ .17 $ .08 Pro forma adjustments, net of tax .02 .03 .03 .07 ------ ------ ----- ------ Pro forma income from continuing operations after tax $ .10 $ .09 $ .20 $ .15 ====== ====== ====== ====== Income per share: Diluted GAAP income from continuing operations after tax $ .08 $ .06 $ .16 $ .07 Pro forma adjustments, net of tax .02 .03 .04 .08 ------ ------ ------ ------- Pro forma income from continuing operations after tax $ .10 $ .09 $ .20 $ .15 ====== ====== ====== ====== Weighted average number of shares outstanding - Basic 74,625 66,556 74,536 64,258 ====== ======= ======= ======= - Diluted 76,310 68,433 76,149 65,815 ====== ======= ======= =======
AEROFLEX INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, June 30, 2004 2004 ------------ ------------ (Unaudited) (In thousands) ASSETS - ------ Current assets: Cash and cash equivalents $ 11,558 $ 98,502 Marketable Securities 97,666 - Accounts receivable, less allowance for doubtful accounts 91,418 97,031 Inventories 107,093 94,617 Deferred income taxes 14,895 16,774 Assets of discontinued operations 6,524 11,910 Prepaid expenses and other current assets 8,219 8,646 ---------- --------- Total current assets 337,373 327,480 Property, plant and equipment, net 76,022 74,372 Assets of discontinued operations 3,218 9,717 Other assets 14,925 10,932 Intangible assets with definite lives, net 38,848 40,602 Goodwill 85,658 88,288 ---------- --------- Total assets $ 556,044 $ 551,391 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Current portion of long-term debt $ 659 $ 4,770 Accounts payable 27,096 25,293 Advance payments by customers 13,233 11,725 Income taxes payable 1,148 1,088 Liabilities of discontinued operations 1,713 4,573 Accrued payroll expenses 13,084 13,966 Accrued expenses and other current liabilities 22,305 28,200 --------- --------- Total current liabilities 79,238 89,615 Long-term debt 4,710 5,505 Deferred income taxes 6,481 9,445 Liabilities of discontinued operations - 3,613 Other long-term liabilities 18,300 16,116 --------- --------- Total liabilities 108,729 124,294 --------- --------- 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 74,590,000 and 74,282,000 shares 7,459 7,428 Additional paid-in capital 372,654 370,491 Accumulated other comprehensive income 18,472 11,387 Retained earnings 48,744 37,805 --------- --------- 447,329 427,111 Less: Treasury stock, at cost (4,000 shares) 14 14 --------- --------- Total stockholders' equity 447,315 427,097 --------- ---------- Total liabilities and stockholders' equity $ 556,044 $ 551,391 ========= ==========
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