-----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, CLRTqU8jY5DXhTDh33aAGc1LkQ98HBYDcLsAraMkisnFTCCjO5sdzBl7qLHgWBsw Z9rA/OqSpI8DPctcwIvIww== 0000355199-05-000005.txt : 20050310 0000355199-05-000005.hdr.sgml : 20050310 20050310162417 ACCESSION NUMBER: 0000355199-05-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050310 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX CORPORATION CENTRAL INDEX KEY: 0000355199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 540846569 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31703 FILM NUMBER: 05672716 BUSINESS ADDRESS: STREET 1: 9150 GILFORD RD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 3019397000 MAIL ADDRESS: STREET 1: 9150 GUILFORD ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 8-K 1 form8k2004results.txt FORM 8-K 2004 RESULTS UNITED STATES 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): March 10, 2005 ESSEX CORPORATION (Exact name of Registrant as specified in its charter) Commission File No. 0-10772 Virginia 54-0846569 (State or other jurisdiction of (IRS Employer ID No.) incorporation or organization) 9150 Guilford Road Columbia, Maryland 21046-2306 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (301) 939-7000 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-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ESSEX CORPORATION ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 10, 2005, Essex Corporation announced via press release the Corporation's financial results for the year ended December 31, 2004. A copy of the Corporation's press release is attached hereto as Exhibit 99. This Form 8-K, the information contained herein, and the attached exhibit are furnished under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission. The information contained herein and in the accompanying exhibit shall not be incorporated by reference to any filing of the Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99 Press Release of the Corporation dated March 10, 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. ESSEX CORPORATION /s/ Leonard E. Moodispaw ----------------------------------------- DATE: March 10, 2005 Leonard E. Moodispaw President and Chief Executive Officer 2 ESSEX CORPORATION EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99 Press Release of the Corporation dated March 10, 2005. EX-99 2 pr2004results.txt EXHIBIT 99 PRESS RELEASE 2004 RESULTS Exhibit 99 FOR IMMEDIATE RELEASE CONTACT: Leonard E. Moodispaw CEO & President 301.939.7000 ESSEX REPORTS Q4 AND FY2004 RESULTS COLUMBIA, MD - March 10, 2005 - Essex Corporation (NASDAQ: KEYW) announced today revenues of $70.5 million in fiscal 2004 compared to $16.3 million in fiscal 2003. Net income for fiscal 2004 was $2.3 million compared to a net income of $140,000 in fiscal 2003. These results show a 333% increase in revenues and an increase in net income of over 1,500% from fiscal 2003 to 2004. Earnings per share, or EPS, for fiscal 2004 were $0.13, fully diluted versus $0.01 for fiscal 2003, fully diluted. Revenue for the 4th quarter of 2004 was $19.0 million compared to $5.1 million in the 4th quarter of 2003. The net income for 4th quarter of 2004 was $892,000 compared to a net income of $74,000 for the same period in 2003. EPS for 4th quarter of 2004 are $0.05 per share (diluted). We have continued to see improvement at the gross margin level each quarter throughout 2004, with 4th quarter of 2004 total gross margin (including both services & products and purchased hardware) of 25.3%. "Essex had a platinum year as we rock `n' rolled through 2004", according to Leonard Moodispaw, CEO and President of Essex Corporation. "We delivered on our commitments: strong growth in revenue and profitability; and acquisitions, of which we completed two acquisitions during the year. In addition, we raised approximately $87 million in capital from a follow-on public offering, to position for additional acquisitions and capital requirements. In order to meet the challenges of our rapid growth and to keep growing, we added a number of experienced executives to our team. At the end of February 2005, we completed the acquisition of The Windermere Group, LLC, which is our largest acquisition to date." "In 2005, we are continuing to implement our strategy for becoming the premier provider of technology focused solutions to the defense and intelligence community", commented Mr. Moodispaw. "Essex is still 'under construction', as we build the intelligence technology company that our customers need to meet the challenges of a terabyte-world of information. In addition, we are focusing on productizing our optical technology, seeking additional strategic acquisitions, and continuing to strengthen the financial performance of the Company. I am both proud of the Essex team's accomplishments, and hungry for the new opportunities and growth that we see for 2005 and beyond." - M O R E - ESSEX REPORTS Q4 AND FY2004 RESULTS PAGE 2 OF 4 Essex's total backlog has increased significantly over this past year from $93.8 million on December 28, 2003 to $230.8 million on December 31, 2004. For fiscal year ended December 31, 2004, revenues derived from the U.S. intelligence and defense communities and other departments and agencies of the Department of Defense were $68.5 million or 97%. Our working capital at December 31, 2004 increased to $108.4 million from $33.0 million at fiscal year end 2003. The increase was primarily a result of the proceeds from our late 2004 stock offering in which Essex received approximately $87 million from the sale of common stock. Recent events at Essex include the acquisition of The Windermere Group, LLC, which will operate as a wholly-owned subsidiary of Essex throughout 2005. In 2004, based on unaudited results, Windermere had revenues of $64.7 million. Essex's purchase of Windermere excludes $2.4 million of this revenue related to an under-performing, low margin, commercial call center business that was sold prior to the purchase of Windermere by Essex. Windermere, as purchased by Essex had unaudited 2004 revenues of $62.3 million, with a gross margin of approximately 26% (unaudited) (including a mix of services & products and purchased hardware). Windermere was profitable in 2004 and the acquisition is expected to be accretive in 2005, after amortization. "The outlook for Essex for 2005 remains strong", according to Lisa Jacobson, CFO of Essex Corporation. "2005 will continue to be a transition year, as we remain focused on strengthening the Company's financial performance as well as continuing to grow top-line revenue." Essex reaffirms revenue guidance of $155-165 million for 2005, including 10 months of revenue from the Windermere subsidiary. Essex has scheduled a conference call to discuss these results today (March 10th) at 5:00 pm (EST). At that time, management will review the Company's Q4 and FY2004 financial results. A question-and-answer session will follow to further discuss the results as well as to comment on the outlook of 2005. Interested parties will be able to connect to our Webcast via the Investor page on our website, http://www.essexcorp.com/investor.html on March 10th. Interested parties may also listen to the conference call by calling 1-800-638-5495 participant passcode 28031066. The International Dial In access number will be 617-614-3946. An archive of the Webcast will also be available on our webpage following the call. In addition, a dial-up replay of the call will be available at approximately 7:00 p.m. EST on March 10th, and will remain available through March 17, 2005. To access the dial-up replay, call 1-888-286-8010, passcode 80493875. ABOUT ESSEX: Essex provides advanced signal, image, and information processing solutions primarily for U.S. Government intelligence and defense customers. We create our solutions by combining our services and expertise with hardware, software, and proprietary and patented technology to meet our customers' requirements. For more information contact Essex Corporation, 9150 Guilford Road, Columbia MD 21046; Phone 301.939.7000; Fax 301.953.7880; E-mail info@essexcorp.com, or on the Web at www.essexcorp.com. - M O R E - ESSEX REPORTS Q4 AND FY2004 RESULTS PAGE 3 OF 4 ESSEX CORPORATION FINANCIAL HIGHLIGHTS - ------------------------------------------------------------------------------------------------------
Fiscal Year Fiscal Year Quarterly Quarterly Ended Ended Period Ended Period Ended Dec. 31, 2004 Dec. 28, 2003 Dec. 31, 2004 Dec. 28, 2003 (unaudited) (audited) (unaudited) (unaudited) -------------- -------------- -------------- ------------- Revenue: Services and Products $ 55,422,000 $ 16,286,000 $ 16,920,000 $ 5,066,000 Purchased Hardware 15,049,000 -- 2,049,000 -- -------------- -------------- -------------- ------------- Total 70,471,000 16,286,000 18,969,000 5,066,000 Cost of Goods Sold: Services and Products (41,261,000) (10,389,000) (12,370,000) (3,347,000) Purchased Hardware (14,569,000) -- (1,795,000) -- -------------- -------------- -------------- ------------- Total (55,830,000) (10,389,000) (14,167,000) (3,347,000) Gross Margin 14,641,000 5,897,000 4,802,000 1,719,000 Selling, General and Administrative Expenses (11,129,000) (4,905,000) (3,507,000) (1,487,000) Research and Development (1,038,000) (403,000) (367,000) (65,000) Amortization of Other Intangible Assets (523,000) (381,000) (175,000) (86,000) Interest (Expense) Income 332,000 (68,000) 149,000 (7,000) Provision for Income Taxes (10,000) -- (10,000) -- -------------- -------------- -------------- ------------- Net Income $ 2,273,000 $ 140,000 $ 892,000 $ 74,000 ============== ============== ============== ============= Weighted Average Number of Shares - Basic 15,603,000 8,706,000 17,062,000 9,750,000 ============== ============== ============== ============= - Diluted 17,146,000 9,798,000 18,378,000 11,242,000 ============== ============== ============== ============= Net Income per Common Share - Basic $ 0.15 $ 0.02 $ 0.05 $ 0.01 ============== ============== ============== ============= - Diluted $ 0.13 $ 0.01 $ 0.05 $ 0.01 ============== ============== ============== ============= Working Capital $ 108,401,000 $ 32,971,000 Working Capital Ratio 14.57:1 12.06:1
- M O R E - ESSEX REPORTS Q4 AND FY2004 RESULTS PAGE 4 OF 4 CONDENSED CONSOLIDATED BALANCE SHEETS - ---------------------------------------------------------------------------------------
December 31, December 28, 2004 2003 -------------- -------------- (unaudited) (audited) ASSETS - ------ CURRENT ASSETS Cash and cash equivalents $ 105,094,229 $ 31,835,294 Accounts receivable, net 10,197,634 3,969,601 Notes receivable - current portion 593,719 -- Prepayments and other 506,207 146,517 -------------- -------------- Total Current Assets 116,391,789 35,951,412 -------------- -------------- PROPERTY AND EQUIPMENT, NET 2,297,081 368,697 -------------- -------------- OTHER ASSETS Goodwill 11,842,193 2,998,000 Patents, net 312,548 333,648 Other intangibles, net 2,294,102 50,141 Notes receivable - non-current 2,045,033 -- Other 383,130 23,764 -------------- -------------- Total Other Assets 16,877,006 3,405,553 -------------- -------------- TOTAL ASSETS $ 135,565,876 $ 39,725,662 - ------------ ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES Accounts payable $ 3,643,408 $ 694,434 Note payable -- 100,000 Accrued wages and vacation 1,845,542 898,498 Accrued retirement plans contribution payable 235,749 298,551 Advance payments 481,727 462,000 Other accrued expenses 1,772,657 522,538 Capital leases 12,000 4,390 -------------- -------------- Total Current Liabilities 7,991,083 2,980,411 LONG-TERM DEBT 29,358 -- -------------- -------------- TOTAL LIABILITIES 8,020,441 2,980,411 - ----------------- -------------- -------------- SHAREHOLDERS' EQUITY Common stock and additional paid-in capital 139,531,225 51,004,021 Accumulated deficit (11,985,790) (14,258,770) -------------- -------------- Total Shareholders' Equity 127,545,435 36,745,251 -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY $ 135,565,876 $ 39,725,662 - ----------------------------------------- ============== ==============
THIS PRESS RELEASE MAY CONTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE UNITED STATES PRIVATE SECURITIES REFORM ACT OF 1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND ARE SUBJECT TO RISKS, UNCERTAINTY AND CHANGES IN CIRCUMSTANCES, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM ANTICIPATED RESULTS, PERFORMANCE OR ACHIEVEMENTS. ALL STATEMENTS CONTAINED HEREIN THAT ARE NOT CLEARLY HISTORICAL IN NATURE ARE FORWARD LOOKING. THE FORWARD-LOOKING STATEMENTS IN THIS RELEASE INCLUDE STATEMENTS ADDRESSING THE FOLLOWING SUBJECTS: FUTURE FINANCIAL CONDITION AND OPERATING RESULTS. ECONOMIC, BUSINESS, COMPETITIVE AND/OR REGULATORY FACTORS AFFECTING ESSEX'S BUSINESSES ARE EXAMPLES OF FACTORS, AMONG OTHERS, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. MORE DETAILED INFORMATION ABOUT THESE AND OTHER FACTORS IS SET FORTH IN ESSEX'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 26, 2004. ESSEX IS UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION TO) UPDATE OR ALTER ITS FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. # # # # -----END PRIVACY-ENHANCED MESSAGE-----