-----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, FHtD86zNojUYCqR/YCfGJECdSpZiG0vveHJEylHHJOoX600tFy9hazVfjD7EwkA2 /omRlvdz3Ik/C553UKDThQ== 0000932214-05-000162.txt : 20050503 0000932214-05-000162.hdr.sgml : 20050503 20050503171822 ACCESSION NUMBER: 0000932214-05-000162 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050331 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08037 FILM NUMBER: 05796087 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/A 1 form8-ka050305.txt CURRENT REPORT-AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 3, 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): _ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) _ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) _ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) _ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 3, 2005, Aeroflex Incorporated (the "Registrant") issued a press release announcing the Registrant's financial results for the third fiscal quarter ended March 31, 2005. 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 May 3, 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. 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 Date: May 3, 2005 EXHIBIT INDEX 99.1 Press Release dated May 3, 2005 EX-99.1 2 pressreleasea.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 THIRD QUARTER FISCAL 2005 OPERATING RESULTS PRO FORMA INCOME FROM CONTINUING OPERATIONS OF $6.2 MILLION OR $.08 PER DILUTED SHARE GAAP INCOME FROM CONTINUING OPERATIONS OF $3.9 MILLION OR $.05 PER DILUTED SHARE PLAINVIEW, NEW YORK, May 3, 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 third quarter ended March 31, 2005. Net sales from continuing operations for the third quarter ended March 31, 2005 were $113.8 million, compared with $113.1 million for the same period of last year. On a GAAP basis, the Company reported after tax income from continuing operations for the third quarter ended March 31, 2005 of $3.9 million, or $.05 per diluted share, versus after tax income from continuing operations of $6.6 million, or $.09 per diluted share, in the same period of last year. On a pro forma basis, for the quarter ended March 31, 2005, after tax income from continuing operations was $6.2 million, or $.08 per diluted share, excluding a pre-tax charge of $2.1 million for amortization of acquired intangibles and a pre-tax restructuring charge of $1.7 million relating to the consolidation of our European operations in the Test Solutions business segment. On a pro forma basis, for the quarter ended March 31, 2004, after tax income from continuing operations was $8.0 million, or $.11 per diluted share, excluding a pre-tax charge of $2.1 million for amortization of acquired intangibles. Net sales from continuing operations for the nine months ended March 31, 2005 were $335.4 million, compared with $288.8 million for the same period of last year, representing an increase of 16%. On a GAAP basis, the Company reported after tax income from continuing operations for the nine months ended March 31, 2005 of $16.4 million or $.22 per diluted share versus after tax income from continuing operations of $11.5 million, or $.17 per diluted share, in the same period of last year. On a pro forma basis, for the nine months ended March 31, 2005, after tax income from continuing operations was $21.3 million, or $.28 per diluted share, excluding a pre-tax charge of $6.2 million for amortization of acquired intangibles and the pre-tax restructuring charge of $1.7 million. On a pro forma basis, for the nine months ended March 31, 2004, after tax income from continuing operations was $17.7 million, or $.26 per diluted share, excluding pre-tax charges of $4.2 million for a write-off of in-process research and development related to the Company's acquisitions and $5.4 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. "We are obviously disappointed in our results for the third quarter," said Michael Gorin, Vice Chairman and CFO. "Several of our operating units did not receive certain orders which were expected to be shipped in the third quarter. We anticipate that these orders will be received in the June quarter. On an encouraging note, we were able to maintain gross profit margins above 47%. "Consulting fees and costs and year-end audit fees related to Sarbanes-Oxley 404 compliance incurred or accrued during the current quarter amounted to approximately $3.4 million on a pretax basis, or $.03 per diluted share. These costs are reflected as an expense in both GAAP and pro forma earnings per share. "In spite of a disappointing third quarter, we continue to believe that our business model is sound and that we are positioned for growth both for the fourth quarter and fiscal 2006." Fourth Quarter Fiscal 2005 Business Outlook - ------------------------------------------- Our estimate of operating results for the June 2005 quarter, including the results of our recent acquisition, JcAIR, Inc., from April 20, 2005, is as follows: o Net sales are expected to increase sequentially approximately 5% from the prior quarter before approximately an additional $4.5 million of sales from JcAIR. o Gross profit margins are expected to be 46.5% of sales, plus or minus a few tenths of 1%. o S,G&A costs are expected to be 23% of sales, plus or minus a few tenths of 1%. Included in these costs are consulting fees and costs and year-end audit fees related to Sarbanes-Oxley 404 compliance for the fourth quarter of approximately $1.4 million pretax, or 1% of sales. o R&D costs are anticipated to be 13.7% of sales, plus or minus a few tenths of 1%. o Amortization of acquired intangibles and other acquisition related charges and acquired in-process R&D costs in connection with the JcAIR acquisition are expected to be approximately $.02 per diluted share. o Using a share count of 76.0 million shares and an expected income tax rate of 37.7%, we anticipate pro forma earnings from continuing operations per diluted share of $.09 or $.10, excluding the amortization mentioned above. 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 $.07 or $.08 per diluted share. o It should be noted that JcAIR's gross profit margins are somewhat lower than our corporate average, however, its S,G&A costs and R&D costs are also below our corporate average. Our conference call discussing third quarter results is scheduled for 9:00 a.m. (New York time) on May 4, 2005 and can be accessed by dialing 800-901-5241 in the United States and by dialing 617-786-2963 outside of the United States. The participant passcode is 57405543. There will be a replay of the conference call starting at approximately 11:00 a.m. (New York time) on May 4, 2005 and will be available for one week. The replay can be accessed by dialing 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 49582704. 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 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 JcAir, Inc., 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) 3/31/05 3/31/05 3/31/04 (a) 3/31/04 (a) -------------- --------------- ----------------- ----------------- (GAAP) (Pro forma) (GAAP) (Pro forma) Net sales $ 113,755 $ 113,755 $ 113,117 $ 113,117 Cost of sales 59,963 59,963 59,809 59,809 -------------- --------------- ----------------- ----------------- Gross profit 53,792 53,792 53,308 53,308 Selling, general and administrative costs 30,110 28,432 25,185 25,185 Research and development costs 15,379 15,379 13,342 13,342 Amortization of acquired intangibles 2,063 - 2,132 - Acquired in-process R&D - - - - -------------- --------------- ----------------- ----------------- Operating income 6,240 9,981 12,649 14,781 Interest and other income (expense), net 90 90 (2,249) (2,249) -------------- --------------- ----------------- ----------------- Income from continuing operations before income taxes 6,330 10,071 10,400 12,532 Provision for income taxes 2,464 3,914 3,782 4,568 -------------- --------------- ----------------- ----------------- Income from continuing operations 3,866 6,157 6,618 7,964 Income (loss) from discontinued operations, net of tax 106 106 (753) (753) -------------- --------------- ----------------- ----------------- Net income $ 3,972 $ 6,263 $ 5,865 $ 7,211 =============== =============== ================= ================= Income (loss) per common share: Basic Continuing operations $ 0.05 $ 0.08 $ 0.10 $ 0.12 Discontinued operations - - (0.01) (0.01) -------------- --------------- ----------------- ----------------- Net income $ 0.05 $ 0.08 $ 0.09 $ 0.11 =============== =============== ================= ================= Diluted Continuing operations $ 0.05 $ 0.08 $ 0.09 $ 0.11 Discontinued operations - - (0.01) (0.01) -------------- --------------- ----------------- ----------------- Net income $ 0.05 $ 0.08 $ 0.08 $ 0.10 =============== =============== ================= ================= Weighted average number of shares Outstanding - Basic 74,714 74,714 68,804 68,804 =============== =============== ================= ================= - Diluted 75,842 75,842 71,436 71,436 =============== =============== ================= =================
(a) Restated to reflect the results of our 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 Nine Months Ended (Unaudited) ------------------------------------------------------------------------ 3/31/05 3/31/05 3/31/04 (a) 3/31/04 (a) -------------- ---------------- -------------- -------------- (GAAP) (Pro forma) (GAAP) (Pro forma) Net sales $ 335,406 $ 335,406 $ 288,792 $ 288,792 Cost of sales 176,802 176,802 155,985 155,985 -------------- ---------------- -------------- -------------- Gross profit 158,604 158,604 132,807 132,807 Selling, general and administrative costs 81,597 79,919 66,942 66,942 Research and development costs 45,122 45,122 34,987 34,987 Amortization of acquired intangibles 6,164 - 5,448 - Acquired in-process R&D - - 4,220 - -------------- ---------------- -------------- -------------- Operating income 25,721 33,563 21,210 30,878 Interest and other income (expense), net 633 633 (3,195) (3,195) -------------- ---------------- -------------- -------------- Income from continuing operations before income taxes 26,354 34,196 18,015 27,683 Provision for income taxes 9,947 12,907 6,523 10,021 -------------- ---------------- -------------- -------------- Income from continuing operations 16,407 21,289 11,492 17,662 Income (loss) from discontinued operations, net of tax (1,496) (1,496) (7,623) (7,623) -------------- ---------------- -------------- -------------- Net income $ 14,911 $ 19,793 $ 3,869 $ 10,039 ============== ================ ============== ============== Income (loss) per common share: Basic Continuing operations $ 0.22 $ 0.29 $ 0.18 $ 0.27 Discontinued operations (0.02) (0.02) (0.12) (0.12) -------------- ---------------- -------------- -------------- Net income $ 0.20 $ 0.27 $ 0.06 $ 0.15 ============== ================ ============== ============== Diluted Continuing operations $ 0.22 $ 0.28 $ 0.17 $ 0.26 Discontinued operations (0.02) (0.02) (0.12) (0.11) -------------- ---------------- -------------- -------------- Net income $ 0.20 $ 0.26 $ 0.05 $ 0.15 ============== ================ ============== ============== Weighted average number of shares Outstanding - Basic 74,595 74,595 65,773 65,773 ============== ================ ============== ============== - Diluted 76,047 76,047 67,689 67,689 ============== ================ ============== ==============
(a) Restated to reflect the results of our 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 Nine Months Ended --------------------------------- ----------------------------------- 3/31/05 3/31/04 3/31/05 3/31/04 -------------- --------------- --------------- --------------- GAAP income from continuing operations $ 3,866 $ 6,618 $ 16,407 $ 11,492 Pro forma adjustments: Restructuring 1,678 - 1,678 - Amortization of acquired intangible assets 2,063 2,132 6,164 5,448 Acquired in-process R&D - - - 4,220 Income tax benefit (1,450) (786) (2,960) (3,498) Pro forma income from -------------- --------------- --------------- --------------- continuing operations $ 6,157 $ 7,964 $ 21,289 $ 17,662 ============== =============== =============== =============== Income per common share: Basic GAAP income from continuing operations after tax $ 0.05 $ 0.10 $ 0.22 $ 0.18 Pro forma adjustments, net of tax 0.03 0.02 0.07 0.09 -------------- --------------- --------------- --------------- Pro forma income from continuing operations after tax $ 0.08 $ 0.12 $ 0.29 $ 0.27 ============== =============== =============== =============== Diluted GAAP income from continuing operations after tax $ 0.05 $ 0.09 $ 0.22 $ 0.17 Pro forma adjustments, net of tax 0.03 0.02 0.06 0.09 -------------- --------------- --------------- --------------- Pro forma income from continuing operations after tax $ 0.08 $ 0.11 $ 0.28 $ 0.26 ============== =============== =============== =============== Weighted average number of shares outstanding - Basic 74,714 68,804 74,595 65,773 ============== =============== =============== =============== - Diluted 75,842 71,436 76,047 67,689 ============== =============== =============== ===============
AEROFLEX INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) March 31, June 30, 2005 2004 --------- -------- (Unaudited) ASSETS - ------ Current assets: Cash and cash equivalents $ 8,186 $ 98,502 Marketable securities 117,788 - Accounts receivable, less allowance for doubtful accounts 90,110 97,031 Inventories 112,361 94,617 Deferred income taxes 18,223 16,774 Assets of discontinued operations - 11,910 Prepaid expenses and other current assets 8,180 8,646 ------------ ----------- Total current assets 354,848 327,480 Property, plant and equipment, net 75,007 74,372 Assets of discontinued operations - 9,717 Other assets 14,965 10,932 Intangible assets with definite lives, net 36,434 40,602 Goodwill 85,329 88,288 ------------ ----------- Total assets $ 566,583 $ 551,391 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Current portion of long-term debt $ 660 $ 4,770 Accounts payable 28,663 25,293 Advance payments by customers 11,333 11,725 Income taxes payable 2,359 1,088 Liabilities of discontinued operations - 4,573 Accrued payroll expenses 15,561 13,966 Accrued expenses and other current liabilities 25,385 28,200 ------------ ---------- Total current liabilities 83,961 89,615 Long-term debt 4,607 5,505 Deferred income taxes 9,878 9,445 Liabilities of discontinued operations - 3,613 Other long-term liabilities 18,587 16,116 ------------ ---------- Total liabilities 117,033 124,294 ------------ ---------- Stockholders' equity: Preferred Stock, par value $.10 per share; authorized 1,000 shares: Series A Junior Participating Preferred Stock, par value $.10 per share, authorized 110; none issued Common Stock, par value $.10 per share; - - authorized 110,000 shares; issued 74,615 and 74,282 shares 7,462 7,428 Additional paid-in capital 372,772 370,491 Accumulated other comprehensive income 16,614 11,387 Retained earnings 52,716 37,805 ------------ ---------- 449,564 427,111 Less: Treasury stock, at cost (4 shares) 14 14 ------------ ---------- Total stockholders' equity 449,550 427,097 ------------ ---------- Total liabilities and stockholders' equity $ 566,583 $ 551,391 ============ ==========
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