-----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, VsrojwwWYO/esxWEXbZ1xLPYN6mheJZlcp6ZZz9WGUu9LXZ+TmuMVnF/1+rAHHaZ wfdwDMWevuWfyw40JbZaNA== 0001275287-05-002374.txt : 20050630 0001275287-05-002374.hdr.sgml : 20050630 20050630111024 ACCESSION NUMBER: 0001275287-05-002374 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEI INC CENTRAL INDEX KEY: 0000351298 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 410944876 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10078 FILM NUMBER: 05927187 BUSINESS ADDRESS: STREET 1: 1495 STEIGER LAKE LN STREET 2: P O BOX 5000 CITY: VICTORIA STATE: MN ZIP: 55386 BUSINESS PHONE: 9524432500 MAIL ADDRESS: STREET 1: P O BOX 5000 STREET 2: 1495 STEIGER LAKE LANE CITY: VICTORIA STATE: MN ZIP: 55386 8-K 1 hi2999.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 30, 2005 HEI, Inc. (Exact name of Registrant as Specified in Charter) Minnesota 0-10078 41-0944876 ---------------------------- ---------------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386 -------------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) (952) 443-2500 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.): [ ] 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-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION HEI, Inc. issued a press release on June 30, 2005 disclosing its results of operations for the quarter ended May 28, 2005. The full text of the press release issued on June 30, 2005 is furnished as Exhibit 99.1 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following Exhibits shall be deemed furnished and not filed as a part of this Report: Exhibit No. Description of Exhibit - ----------- --------------------------------------------------------------- 99.1 Press release issued June 30, 2005,announcing results of operations for the quarter ended May 28, 2005. 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. HEI, INC. Dated: June 30, 2005 By /s/ Timothy Clayton -------------------------------- Timothy Clayton Its: Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- 99.1 Press Release dated June 30, 2005, regarding the Company announcing results for its third quarter of fiscal 2005, which Ended May 28, 2005. EX-99.1 2 he2999ex991.txt Exhibit 99.1 HEI ANNOUNCES THIRD QUARTER FISCAL 2005 RESULTS -- Revenues Grow 24% Over Third Quarter of Fiscal 2004 -- Year-to-Date Revenues Increase 30% Over Fiscal 2004 -- Net Income Of $273,000 In Third Quarter MINNEAPOLIS, June 30 /PRNewswire-FirstCall/ -- HEI, Inc. (Nasdaq: HEII) ( http://www.heii.com ) today announced results for its third quarter of fiscal 2005, which ended May 28, 2005. Net sales for the third quarter of fiscal 2005 were $13.7 million, a 24% improvement over sales of $11.1 million reported in the third quarter of fiscal 2004. The Company reported net income of $273,000 or $0.03 per share in the third quarter this year as compared to a loss of $1.0 million or ($0.12) per share last year. For the nine-month period ended May 28, 2005, net sales were $41.6 million, an increase of 30% over the first nine months of fiscal 2004. The Company reported net income for the first nine months of fiscal 2005 of $152,000 or $0.02 per share compared to a loss of $5.2 million or ($0.70) per share for the first nine months of fiscal 2004. "This has been a quarter of important accomplishments for the Company," stated Mr. Traynor, President and CEO. "We have maintained our strong year- over-year revenue growth, as well as the year-over-year improvements in gross margins. We have also added three new customers and five new programs with existing customers in the third quarter. Our operating expenses dropped to (excluding non-recurring items) $2.7 million in the quarter from $3.2 million last quarter. In addition, we successfully completed an important equity offering which generated $3.4 million of capital to continue growing the business. We will continue to focus the Company on our core service offerings so as to improve sales, operating efficiencies and income." In connection with the recently completed sale of convertible preferred stock, the Company reported a "deemed dividend on preferred shares" in the third quarter. This non-recurring, non-cash item is required by accounting rules when a convertible security is issued at a discount. The amount of this "deemed dividend" is $1,072,000 and is presented as a reduction to the Company's net income to determine "Net income (loss) attributable to common shareholders"; however, the "deemed dividend" has no effect on total shareholders' equity of the Company. The companies net loss attributable to common share holders was $799,000 or ($0.10) per share for the three months ended May 28, 2005 and $921,000 or ($0.11) per share for the nine months ended May 28, 2005. "We are very pleased that we could end the quarter in a positive cash position having fully repaid our line of credit," noted Mr. Traynor. "Together with our improved operating results, our successful equity offering enabled us to significantly strengthen our balance sheet and will allow us to generate more business with new and existing customers. The 'deemed dividend' is a reporting requirement associated with our offering which does not affect the Company's improved financial position or shareholder value," concluded Mr. Traynor. The Company will hold a conference call to discuss the Company's operating results and business strategies on Thursday, June 30, 2005 at 4:00 p.m. Eastern Time (3:00 p.m. Central Time). This call is being web cast and is also accessible via telephone. To access the listen-only web cast, visit http://www.actioncast.acttel.com and enter Event ID 28309. The conference call can be accessed via telephone by dialing 1-800-366-7449 (outside the US, dial 303-262-2130). Specify conference reservation number 11033915. HEI, Inc. Consolidated Statements of Operations (Unaudited) (In thousands, except per share data)
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- May 28, 2005 May 29, 2004 May 28, 2005 May 29, 2004 ------------ ------------ ------------ ------------ Net sales $ 13,755 $ 11,131 $ 41,563 $ 32,042 Cost of sales 11,185 9,980 33,170 29,376 Gross profit 2,570 1,151 8,393 2,666 Operating expenses: Selling, general and administrative 1,995 1,999 6,381 5,817 Research, development and engineering 690 737 2,462 2,316 Gain on claim settlement (300) - (300) - Costs related to investigation - 94 - 851 Operating income (loss) 185 (1,679) (150) (6,318) Other income (expenses) 88 650 301 1,067 Income (loss) before income taxes 273 (1,029) 151 (5,251) Income taxes - - - - Net income (loss) $ 273 $ (1,029) $ 151 $ (5,251) Deemed dividend on Preferred Stock $ 1,072 $ - $ 1,072 $ - Net loss attributable to common stock holders $ (799) $ (1,029) $ (921) $ (5,251) Earnings (loss) Per Common Share: Basic and Diluted: Net Income (loss) $ 0.03 $ (0.12) $ 0.02 $ (0.70) Deemed dividend on Preferred Stock (0.13) - (0.13) - Net loss attributable to common stock $ (0.10) $ (0.12) $ (0.11) $ (0.70) Weighted Average Shares Used in EPS Calculation Basic: 8,381 8,310 8,365 7,533 Diluted: 8,381 8,310 8,365 7,533
HEI, Inc. Consolidated Balance Sheets (Unaudited) (In thousands) May 28, August 31, 2005 2004 ------------ ------------ (unaudited) (audited) Cash and cash equivalents $ 508 $ 200 Restricted cash - 481 Accounts receivable, net 8,330 6,770 Inventories 8,315 6,787 Other current assets 950 1,8103 Total current assets 18,113 15,459 Net property and equipment 7,152 7,391 Other assets 2,194 2,262 Total assets $ 27,449 $ 25,112 Line of credit $ - $ 1,310 Current maturities of long-term debt 433 403 Accounts payable and accruals 10,421 10,332 Total current liabilities 10,854 12,045 Long-term debt, less current maturities 1,762 1,833 Other long-term liabilities 1,215 1,277 Total shareholders' equity 13,618 9,957 Total liabilities and shareholders' equity $ 27,449 $ 25,112 HEI, Inc. designs, develops and manufactures microelectronics, subsystems, systems, connectivity and software solutions for OEMs engaged in the medical equipment and medical device, hearing, communications, and industrial markets. HEI provides its customers with a single point of contact that can take an idea from inception to a fully functional, cost effective and manufacturability product utilizing innovative design solutions and by the application of state-of-the-art materials, processes and manufacturing capabilities. Headquarters & Microelectronics Division PO Box 5000, 1495 Steiger Lake Lane, Victoria, MN 55386 -- Advanced Medical Division 4801 North 63rd Street, Boulder, CO 80301 -- High Density Interconnect Division 610 South Rockford Drive, Tempe, AZ 85281 RF Identification and Smart Card Division 1546 Lake Drive West, Chanhassen, MN 55317 FORWARD-LOOKING INFORMATION Information in this news release, which is not historical, includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this press release, including the implementation of business strategies, growth of specific markets, improved results and the estimated HEI revenue, cash flow and profits, HEI's expectations regarding continued listing of HEI's common stock on NASDAQ, are forward-looking statements. All of such forward- looking statements involve risks and uncertainties including, without limitation, continuing adverse business and market conditions, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI's suppliers, our ability to satisfy financial or other obligations or covenants set forth in our banking agreements, adverse competitive developments, change in or cancellation of customer requirements, the integration of the Advanced Medical Division, collection of outstanding debt, HEI's ability to succeed on the merits and defend against litigation, and other risks detailed from time to time in HEI's SEC filings. We undertake no obligation to update these statements to reflect ensuing events or circumstances, or subsequent actual results. SOURCE HEI, Inc. -0- 06/30/2005 /CONTACT: Mack V. Traynor, CEO, or Timothy Clayton, CFO, both of HEI, Inc., +1-952-443-2500/ /Web site: http://www.heii.com / - - -----END PRIVACY-ENHANCED MESSAGE-----