8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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): September 3, 2003

AEROFLEX INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware		000-02324	11-1974412
(State of Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer 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)

The sole purpose of this Amendment is to amend and restate in its entirety Exhibit 99.4 to the Registrant’s current report on Form 8-K/A filed November 17, 2003 regarding the Registrant’s acquisition of MCE Technologies, Inc.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits.

99.4Pro Forma Combined Balance Sheet and Statement of Operations for MCE Technologies, Inc. and Aeroflex Incorporated.

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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/ Charles Badlato
		Name:	Charles Badlato
		Title:	Vice President
Dated:	March 3, 2004

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EXHIBIT INDEX

Exhibit No.	Description
99.4	Pro Forma Combined Balance Sheet and Statement of Operations for MCE Technologies, Inc. and Aeroflex Incorporated.

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EX-99.4

Exhibit 99.4

AEROFLEX INCORPORATED AND SUBSIDIARIES

PRO FORMA BALANCE SHEET (Unaudited)

The following pro forma balance sheet (unaudited) adjusts the historical consolidated balance sheet of Aeroflex Incorporated and subsidiaries as of June 30, 2003 for the effects of the acquisition of MCE Technologies, Inc.  The acquisition has been accounted for under the purchase method of accounting.

The pro forma balance sheet gives effect to the acquisition described in Item 2 of the Form 8-K filed on September 3, 2003, as if it had occurred on June 30, 2003.  The balance sheet should be read in conjunction with the notes to the pro forma financial statements.

AEROFLEX INCORPORATED AND SUBSIDIARIES

PRO FORMA BALANCE SHEET (UNAUDITED)

REFLECTING THE ACQUISITION OF MCE TECHNOLOGIES, INC.

JUNE 30, 2003

(In thousands, except per share amounts)

	Historical			Acquisition of MCE(1)		Pro Forma Adjustments(2)			Pro Forma Results
ASSETS
Current assets:
Cash and cash equivalents	$	51,307		$	250	$	(3,800	)	$	47,757
Accounts receivable, net	65,243			8,056					73,299
Inventories	74,738			8,485					83,223
Deferred income taxes	14,394			1,284					15,678
Prepaid expenses and other current assets	5,556			835					6,391
Total current assets	211,238			18,910		(3,800		)	226,348
Property, plant and equipment, net	69,080			10,148		—			79,228
Intangible assets with definite lives, net	15,111			6,263		6,207			27,581
Goodwill	22,449			12,102		33,685			68,236
Deferred incomes taxes	1,002			—		(1,002		)	—
Other assets	11,736			35					11,771
Total assets	$	330,616		$	47,458	$	35,090		$	413,164
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	1,879		$	1,800	$	(1,535	)	$	2,144
Accounts payable	19,694			2,726					22,420
Advance payments by customers	2,826			2,958					5,784
Accrued expenses and other current liabilities	25,283			4,234		1,350			30,867
Total current liabilities	49,682			11,718		(185		)	61,215
Long-term debt	10,956			16,702		3,310			30,968
Other long-term liabilities	11,563			5,053		406			17,022
Warrants	—			8,195		(8,195		)	—
Redeemable preferred stock	—			4,326		(4,326		)	—
Stockholders’ equity:
MCE equity	—			1,464		(1,464		)	—
Common stock, par value $.10 per share; authorized 110,000 shares; issued 60,122,000 shares	6,012			—		582			6,594
Additional paid-in capital	222,943			—		45,382			268,325
Accumulated other comprehensive income	3,816			—					3,816
Retained earnings	25,658			—		(420		)	25,238
Less:  Treasury stock, at cost (4 shares)	(14		)	—					(14		)
	258,415			1,464		44,080			303,959
Total liabilities and stockholders’ equity	$	330,616		$	47,458	$	35,090		$	413,164

(1)  (2) See notes to pro forma financial statements.

AEROFLEX INCORPORATED AND SUBSIDIARIES

PRO FORMA STATEMENT OF OPERATIONS (Unaudited)

The following pro forma statement of operations (unaudited) adjusts the historical consolidated statement of operations of Aeroflex Incorporated and subsidiaries for the year ended June 30, 2003 for the effects of the acquisition of MCE Technologies, Inc. (“MCE”) on September 3, 2003.  The acquisition of MCE was accounted for under the purchase method of accounting.  The pro forma statement of operations gives effect to the acquisition described in Item 2 of the Form 8-K filed on September 3, 2003, as if it had occurred on July 1, 2002.

MCE’s fiscal year end was December 31. For purposes of this pro forma statement of operations, MCE’s results of operations for the twelve months ended June 30, 2003 have been used.

The pro forma statement of operations does not purport to be indicative of the operating results that would have been achieved had the acquisition been effected on the date indicated, is not necessarily indicative of future operating results and should not be used as a forecast of future operations.  This statement should be read in conjunction with the notes to the pro forma financial statements.

AEROFLEX INCORPORATED AND SUBSIDIARIES

PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

REFLECTING THE ACQUISITION OF MCE TECHNOLOGIES, INC.

YEAR ENDED JUNE 30, 2003

(In thousands, except per share amounts)

	Historical			Acquisition of MCE			Pro Forma Adjustments(3)			Pro Forma Results After Acquisition
Sales	$	291,780		$	59,196		$	(673	)	$	350,303
Cost of sales	178,524			37,410			(673		)	215,261
Gross profit	113,256			21,786			—			135,042
Selling, general and administrative costs	68,459			15,177			800			84,436
Research and development costs	31,102			5,306						36,408
Operating income	13,695			1,303			(800		)	14,198
Other expense (income)
Interest expense	1,389			2,109			(1,130		)	2,368
Other income, net	(577		)	(3,414		)	3,491			(500		)
Total other expense (income)	812			(1,305		)	2,361			1,868
Income from continuing operations before income taxes	12,883			2,608			(3,161		)	12,330
Provision for income taxes	4,350			16			86			4,452
Income from continuing operations	$	8,533		$	2,592		$	(3,247	)	$	7,878
Income from continuing operations per common share
Basic	$	.14								$	.12
Diluted	$	.14								$	.12
Weighted average number of common shares outstanding
Basic	60,193									66,015
Diluted	60,753									66,666

(3)  See notes to pro forma financial statements.

AEROFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited)

A.BASIS OF PRESENTATION

The accompanying pro forma financial statements (unaudited) present the financial position and results of operations of Aeroflex Incorporated and subsidiaries (“ARX”) giving effect to the acquisition of MCE Technologies, Inc.  (“MCE”).   The acquisition of MCE by ARX was accounted for as a purchase and accordingly, the purchase price was allocated to the assets and liabilities of MCE based on their fair values at September 3, 2003 (the date of acquisition).

For the purpose of the pro forma balance sheet and the pro forma statement of operations, it is assumed that the acquisition occurred on June 30, 2003 and July 1, 2002, respectively.  In order to provide comparability to the corresponding historical period, the pro forma statement of operations for the year ended June 30, 2003 does not include a one-time charge of $420,000 which was recorded upon acquisition to reflect the write-off of the purchase price allocated to acquired in-process research and development.

B.PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The pro forma financial statements of ARX give effect to the following pro forma adjustments and assumptions:

1.	To record the acquisition of MCE stock by ARX as described in Item 2 on Form 8-K filed on September 3, 2003.
2.	To record the a) purchase price of $70 million consisting of (i) $46 million of ARX stock and options paid for the acquisition of MCE stock, (ii) $22.8 million used to pay off MCE’s indebtedness and warrants and redeem MCE’s preferred stock and (iii) $1.4 million of acquisition costs, from ARX’s revolving credit borrowings and available cash and cash equivalents, b) elimination of MCE’s equity accounts, c) allocation of the purchase price to the fair value of the assets acquired and liabilities assumed, including, for purposes of the pro forma balance sheet, the aforementioned $420,000 write-off of the fair value of the acquired in-process research and development and d) current and deferred tax liabilities related to c) above.
3.	To record a) elimination of intercompany sales and cost of sales b) amortization based on estimated average remaining lives of assets (8 years for intangibles) and adjustment to fair value of assets acquired, c) reversal of MCE interest expense, d) interest expense on ARX debt incurred and interest income forgone due to the use of available cash and cash equivalents to discharge MCE’s obligations e) elimination of warrant expense (income) for the change in fair value of warrants that were retired in the acquistion, and (f) the tax effect of b), c), (d), and (e).