UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2003
Commission File Number 000-02324
AEROFLEX INCORPORATED
(Exact name of Registrant as specified in its Charter)
|
DELAWARE |
|
11-1974412 |
|
(State
or other jurisdiction |
|
(I.R.S.
Employer |
|
|
|
|
|
35 South Service Road |
|
11803 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
||
|
(516) 694-6700 |
||
|
(Registrant’s telephone number, including area code) |
||
*Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
|
Yes ý |
|
No o |
*Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
|
Yes ý |
|
No o |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
|
November 12, 2003 |
|
66,478,917 shares (excluding 4,388 shares held in treasury) |
|
(Date) |
|
(Number of Shares) |
NOTE: THIS IS PAGE 1 OF A DOCUMENT CONSISTING OF 33 PAGES.
AEROFLEX INCORPORATED
AND SUBSIDIARIES
INDEX
2
AEROFLEX INCORPORATED
AND SUBSIDIARIES
|
|
|
September 30, |
|
June 30, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
|
|
(In thousands) |
|
||||
|
|
|
|
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
10,927 |
|
$ |
51,307 |
|
|
Accounts receivable, less allowance for doubtful accounts of $1,157,000 and $1,153,000 |
|
74,518 |
|
65,243 |
|
||
|
Inventories |
|
94,159 |
|
74,738 |
|
||
|
Deferred income taxes |
|
16,147 |
|
14,394 |
|
||
|
Prepaid expenses and other current assets |
|
9,883 |
|
5,556 |
|
||
|
Total current assets |
|
205,634 |
|
211,238 |
|
||
|
|
|
|
|
|
|
||
|
Property, plant and equipment, net |
|
84,038 |
|
66,724 |
|
||
|
Intangible assets with definite lives, net |
|
43,644 |
|
15,111 |
|
||
|
Goodwill |
|
88,589 |
|
22,449 |
|
||
|
Deferred income taxes |
|
— |
|
1,002 |
|
||
|
Other assets |
|
14,816 |
|
14,092 |
|
||
|
Total assets |
|
$ |
436,721 |
|
$ |
330,616 |
|
See notes to consolidated financial statements.
3
AEROFLEX INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued)
|
|
|
September
30, |
|
June 30, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
|
|
(In thousands) |
|
||||
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Current portion of long-term debt |
|
$ |
2,084 |
|
$ |
1,879 |
|
|
Accounts payable |
|
22,526 |
|
19,694 |
|
||
|
Advance payments by customers |
|
7,931 |
|
2,826 |
|
||
|
Income taxes payable |
|
1,235 |
|
1,802 |
|
||
|
Liabilities of discontinued operations |
|
887 |
|
973 |
|
||
|
Accrued expenses and other current liabilities |
|
41,069 |
|
22,508 |
|
||
|
Total current liabilities |
|
75,732 |
|
49,682 |
|
||
|
|
|
|
|
|
|
||
|
Long-term debt |
|
30,875 |
|
10,956 |
|
||
|
Deferred income taxes |
|
12,020 |
|
— |
|
||
|
Other long-term liabilities |
|
12,639 |
|
11,563 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
131,266 |
|
72,201 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred Stock, par value $.10 per share; authorized 1,000,000 shares: |
|
|
|
|
|
||
|
Series A Junior Participating Preferred Stock, par value $.10 per share, authorized 110,000; none issued |
|
— |
|
— |
|
||
|
Common Stock, par value $.10 per share; authorized 110,000,000 shares; issued 65,981,000 and 60,122,000 shares |
|
6,598 |
|
6,012 |
|
||
|
Additional paid-in capital |
|
268,555 |
|
222,943 |
|
||
|
Accumulated other comprehensive income |
|
4,264 |
|
3,816 |
|
||
|
Retained earnings |
|
26,052 |
|
25,658 |
|
||
|
|
|
305,469 |
|
258,429 |
|
||
|
|
|
|
|
|
|
||
|
Less: Treasury stock, at cost (4,000 shares) |
|
14 |
|
14 |
|
||
|
|
|
|
|
|
|
||
|
Total stockholders’ equity |
|
305,455 |
|
258,415 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
436,721 |
|
$ |
330,616 |
|
See notes to consolidated financial statements.
4
AEROFLEX INCORPORATED