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Last10K.com | 10-K Annual Report Tue Sep 13 2005
EX-99.1 2 praero_8k-050816.txt NEWS RELEASE AEROFLEX FOR IMMEDIATE RELEASE --------------------- FOR FURTHER INFORMATION CONTACT: INVESTOR INQUIRIES: ------------------- Leonard Borow Vice Chairman and Chief Operating Officer (516) 694-6700 AEROFLEX INCORPORATED REPORTS RECORD FOURTH QUARTER FISCAL 2005 SALES SALES INCREASED 12% SEQUENTIALLY TO A RECORD $128 MILLION PRO FORMA INCOME FROM CONTINUING OPERATIONS OF $8.1 MILLION OR $.11 PER DILUTED SHARE GAAP INCOME FROM CONTINUING OPERATIONS OF $2.2 MILLION OR $.03 PER DILUTED SHARE PLAINVIEW, NEW YORK, AUGUST 16, 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 fourth quarter and year ended June 30, 2005. Net sales from continuing operations for the fourth quarter ended June 30, 2005 were a record $128.0 million, compared with $125.3 million for the same period of last year. The Company reported GAAP income from continuing operations for the fourth quarter ended June 30, 2005 of $2.2 million, or $.03 per diluted share, versus GAAP income from continuing operations of $9.0 million, or $.12 per diluted share, in the same period of last year. On a pro forma basis, for the quarter ended June 30, 2005, after tax income from continuing operations was $8.1 million, or $.11 per diluted share, excluding pre-tax charges of o $3.0 million for a write-off of acquired in-process research and development related to the Company's acquisitions, o $2.7 million for amortization of acquired intangibles, o $1.4 million for restructuring costs, and o $0.8 million for the current period impact of an acquisition related adjustment to inventory. On a pro forma basis, for the quarter ended June 30, 2004, after tax income from continuing operations was $10.3 million, or $.13 per diluted share, excluding a pre-tax charge of $2.3 million for amortization of acquired intangibles. Net sales from continuing operations for the year ended June 30, 2005 were $463.4 million, compared with $414.1 million last year, representing an increase of 12%. The Company reported GAAP income from continuing operations for the year ended June 30, 2005 of $18.6 million, or $.25 per diluted share, versus GAAP income from continuing operations of $20.5 million, or $.29 per diluted share, last year. On a pro forma basis, for the year ended June 30, 2005, after tax income from continuing operations was $29.3 million, or $.39 per diluted share, excluding pre-tax charges of o $3.0 million for a write-off of in-process research and development related to the Company's acquisitions. o $8.9 million for amortization of acquired intangibles, o $3.1 million for restructuring costs, and o $0.8 million for the current period impact of an acquisition related adjustment to inventory. On a pro forma basis, for the year ended June 30, 2004, after tax income from continuing operations was $29.4 million, or $.42 per diluted share, excluding pre-tax charges of $7.7 million for amortization of acquired intangibles and $4.2 million for a write-off of acquired in-process research and development. 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. "Fourth quarter results exceeded our guidance and reflects a new record for net sales and backlog" said Len Borow, Vice Chairman and Chief Operating Officer. "Sales reached a record $128.0 million, a third to fourth quarter sequential increase of 12%. Pro forma operating income expanded to 11.2% of sales, an improvement of more than 200 basis points over the third quarter. We have made excellent progress in integrating our JcAIR and UbiNetics acquisitions." FIRST QUARTER FISCAL 2006 BUSINESS OUTLOOK ------------------------------------------ Our estimate of operating results for the September 2005 quarter is as follows: o Net sales are expected to be between $121 and $123 million. o Gross profit margins are expected to be approximately 47.5% of sales, plus or minus a few tenths of a percent. o S,G&A costs are expected to be approximately 23.0% to 23.5% of sales. o R&D costs are anticipated to be approximately 15.0% to 15.5% of sales. o Amortization of acquired intangibles is expected to be approximately $.03 per diluted share, net of taxes. o Acquisition related adjustment to inventory is expected to be approximately $.01 per diluted share, net of taxes. o SFAS 123R stock option compensation is expected to be approximately $.02 per diluted share, after tax. o Using a share count of 76.2 million shares and an expected income tax rate of 38%, we anticipate pro forma earnings from continuing operations per diluted share of $.08 or $.09. Pro forma earnings exclude amortization of acquired intangibles, the acquisition related adjustment to inventory and the stock option compensation. GAAP earnings per diluted share are anticipated to be $.03 or $.04. Our conference call discussing fourth quarter results is scheduled for 9:00 a.m. (New York time) on August 17, 2005 and can be accessed by dialing 1-866-825-3308 in the United States and by dialing 617-213-8062 outside of the United States. The participant passcode is 96093266. There will be a replay of the conference call starting at approximately 11:00 a.m. (New York time) on August 17, 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 93371729. 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 on its fourth 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 BUSINESSES OF BOTH JCAIR, INC. AND THE TEST AND MEASUREMENT DIVISION OF UBINETICS HOLDINGS LTD., 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) --------------------------------- 6/30/05 6/30/05 6/30/04 6/30/04 -------------- ------------- ------------- --------------- (GAAP) (Pro forma) (GAAP) (Pro forma) NET SALES $ 127,965 $ 127,965 $ 125,309 $ 125,309 Cost of sales 67,957 67,117 65,425 65,425 -------------- ------------- ------------- --------------- GROSS PROFIT 60,008 60,848 59,884 59,884 Selling, general and administrative costs 31,675 30,230 27,794 27,794 Research and development costs 16,277 16,277 14,984 14,984 Amortization of acquired intangibles 2,732 - 2,282 - Acquired in-process R&D 2,974 - - - -------------- ------------- ------------- --------------- OPERATING INCOME 6,350 14,341 14,824 17,106 Interest and other income (expense), net 315 315 82 82 -------------- ------------- ------------- --------------- Income from continuing operations before income taxes 6,665 14,656 14,906 17,188 Provision for income taxes 4,430 6,606 5,933 6,915 -------------- ------------- ------------- --------------- Income from continuing operations 2,235 8,050 8,973 10,273 Income (loss) from discontinued operations, net of tax (106) (106) (695) (695) -------------- ------------- ------------- --------------- Net income $ 2,129 $ 7,944 $ 8,278 $ 9,578 ============== ============= ============= =============== Income (loss) per common share: Basic Continuing operations $ 0.03 $ 0.11 $ 0.12 $ 0.14 Discontinued operations - - (0.01) (0.01) -------------- ------------- ------------- --------------- Net income $ 0.03 $ 0.11 $ 0.11 $ 0.13 ============== ============= ============= =============== Diluted Continuing operations $ 0.03 $ 0.11 $ 0.12 $ 0.13 Discontinued operations - - (0.01) (0.01) -------------- ------------- ------------- --------------- Net income $ 0.03 $ 0.11 $ 0.11 $ 0.12 ============== ============= ============= =============== Weighted average number of shares Outstanding - Basic 74,749 74,749 74,349 74,349 ============== ============= ============= =============== - Diluted 75,399 75,399 76,658 76,658 ============== ============= ============= ===============
AEROFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) For the Year Ended (Unaudited) ---------------------------------------------------------------------------- 6/30/05 6/30/05 6/30/04 6/30/04 -------------- ---------------- -------------- ------------------ (GAAP) (Pro forma) (GAAP) (Pro forma) NET SALES $ 463,371 $ 463,371 $ 414,101 $ 414,101 Cost of sales 244,759 243,919 221,409 221,409 -------------- ---------------- -------------- ------------------ GROSS PROFIT 218,612 219,452 192,692 192,692 Selling, general and administrative costs 113,271 110,147 94,735 94,735 Research and development costs 61,399 61,399 49,972 49,972 Amortization of acquired intangibles 8,896 - 7,730 - Acquired in-process R&D 2,974 - 4,220 - -------------- ---------------- -------------- ------------------ OPERATING INCOME 32,072 47,906 36,035 47,985 Interest and other income (expense), net 949 949 (3,114) (3,114) -------------- ---------------- -------------- ------------------ Income from continuing operations before income taxes 33,021 48,855 32,921 44,871 Provision for income taxes 14,377 19,513 12,457 15,460 -------------- ---------------- -------------- ------------------ Income from continuing operations 18,644 29,342 20,464 29,411 Income (loss) from discontinued operations, net of tax (1,603) (1,603) (8,317) (8,317) -------------- ---------------- -------------- ------------------ Net income $ 17,041 $ 27,739 $ 12,147 $ 21,094 ============== ================ ============== ================== Income (loss) per common share: Basic Continuing operations $ 0.25 $ 0.39 $ 0.30 $ 0.43 Discontinued operations (0.02) (0.02) (0.12) (0.12) -------------- ---------------- -------------- ------------------ Net income $ 0.23 $ 0.37 $ 0.18 $ 0.31 ============== ================ ============== ================== Diluted Continuing operations $ 0.25 $ 0.39 $ 0.29 $ 0.42 Discontinued operations (0.03) (0.02) (0.12) (0.12) -------------- ---------------- -------------- ------------------ Net income $ 0.22 $ 0.37 $ 0.17 $ 0.30 ============== ================ ============== ================== Weighted average number of shares Outstanding - Basic 74,634 74,634 67,917 67,917 ============== ================ ============== ================== - Diluted 75,885 75,885 69,931 69,931 ============== ================ ============== ==================
AEROFLEX INCORPORATED AND SUBSIDIARIES RECONCILIATION OF REPORTED GAAP RESULTS TO PRO FORMA ---------------------------------------------------- INCOME FROM CONTINUING OPERATIONS (UNAUDITED) --------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) For the Quarter Ended For the Year Ended --------------------------------- --------------------------------- 6/30/05 6/30/04 6/30/05 6/30/04 -------------- -------------- -------------- -------------- GAAP income from continuing operations $ 2,235 $ 8,973 $ 18,644 $ 20,464 Pro forma adjustments: Add Back: Acquired in-process R&D 2,974 - 2,974 4,220 Amortization of acquired intangible assets 2,732 2,282 8,896 7,730 Restructuring costs 1,445 - 3,124 - Acquisition related inventory adjustment 840 - 840 - Income tax benefit (2,176) (982) (5,136) (3,003) -------------- -------------- -------------- -------------- Pro forma income from continuing operations $ 8,050 $ 10,273 $ 29,342 $ 29,411 ============== ============== ============== ============== Income per common share: Basic GAAP income from continuing operations after tax $ 0.03 $ 0.12 $ 0.25 $ 0.30 Pro forma adjustments, net of tax 0.08 0.02 0.14 0.13 -------------- -------------- -------------- -------------- Pro forma income from continuing operations after tax $ 0.11 $ 0.14 $ 0.39 $ 0.43 ============== ============== ============== ============== Diluted GAAP income from continuing operations after tax $ 0.03 $ 0.12 $ 0.25 $ 0.29 Pro forma adjustments, net of tax 0.08 0.01 0.14 0.13 -------------- -------------- -------------- -------------- Pro forma income from continuing operations after tax $ 0.11 $ 0.13 $ 0.39 $ 0.42 ============== ============== ============== ============== Weighted average number of shares outstanding - Basic 74,749 74,349 74,634 67,917 ============== ============== ============== ============== - Diluted 75,399 76,658 75,885 69,931 ============== ============== ============== ==============
AEROFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) June 30, June 30, 2005 2004 ----------- ---------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 12,974 $ 98,502 Marketable securities - - Accounts receivable, less allowance for doubtful accounts 101,317 97,031 Inventories 118,906 94,617 Deferred income taxes 18,499 16,774 Assets of discontinued operations - 11,910 Prepaid expenses and other current assets 11,107 8,646 --------- --------- Total current assets 262,803 327,480 Property, plant and equipment, net 78,195 74,372 Assets of discontinued operations - 9,717 Other assets 13,537 10,932 Intangible assets with definite lives, net 67,266 40,602 Goodwill 168,048 88,288 --------- --------- Total assets $ 589,849 $ 551,391 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 634 $ 4,770 Accounts payable 35,907 25,293 Advance payments by customers 15,183 11,725 Income taxes payable 3,657 1,088 Liabilities of discontinued operations - 4,573 Accrued payroll expenses 15,222 13,966 Accrued expenses and other current liabilities 30,451 28,200 --------- --------- Total current liabilities 101,054 89,615 Long-term debt 4,190 5,505 Deferred income taxes 17,146 9,445 Liabilities of discontinued operations - 3,613 Other long-term liabilities 23,479 16,116 --------- --------- Total liabilities 145,869 124,294 --------- --------- 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 74,618 and 74,282 shares 7,462 7,428 Additional paid-in capital 372,666 370,491 Accumulated other comprehensive income 9,020 11,387 Retained earnings 54,846 37,805 --------- --------- 443,994 427,111 Less: Treasury stock, at cost (4 shares) 14 14 --------- --------- Total stockholders' equity 443,980 427,097 --------- --------- Total liabilities and stockholders' equity $ 589,849 $ 551,391 ========= =========
The following information was filed by Aeroflex Inc on Tuesday, August 16, 2005 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.
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Aeroflex Inc provided additional information to their SEC Filing as exhibits
CIK: 2601
Form Type: 10-K Annual Report
Accession Number: 0001047469-05-022854
Submitted to the SEC: Tue Sep 13 2005 5:27:13 PM EST
Accepted by the SEC: Tue Sep 13 2005
Period: Thursday, June 30, 2005
Industry: Semiconductors And Related Devices
External Resources:
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