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Aeroflex Holding Corp. ("Aeroflex") (NYSE: ARX), a leading global
provider of high performance microelectronic components, and test and
measurement equipment, today announced its financial results for the
second quarter of fiscal 2013, which ended December 31, 2012.
For the second quarter of fiscal 2013:
Net sales were $156.2 million compared to $171.1 million in the second
quarter of fiscal 2012.
Operating income was $5.8 million and net income was $745,000, or
$0.01 per share, compared to operating income of $8.2 million and a
net loss of $(535,000), or $(0.01) per share, in the second quarter of
fiscal 2012.
On a Non-GAAP basis, operating income was $22.5 million, net income
was $8.7 million, or $0.10 per share, and Adjusted EBITDA was $27.6
million compared to operating income of $29.8 million, net income of
$13.9 million, or $0.16 per share, and Adjusted EBITDA of $34.4
million, in the second quarter of fiscal 2012.
“Despite the difficult environment, we again exceeded expectations this
quarter. We saw continued improvement in both AMS and ATS and had strong
bookings led by our high performance, high reliability products in AMS.
Our overall book-to-bill was well over one-to-one this quarter,” stated
Len Borow, Chief Executive Officer of Aeroflex. “The benefits of our
operational changes have begun to take effect and we will continue to
make improvements throughout the year. We continued to generate
sufficient cash that allowed us to repay another $10 million of debt
this quarter. Although we are encouraged by the strong bookings, we are
still cautious as the political and economic issues affecting our end
markets still exist.”
The following tables present selected financial information for the
three and six months ended December 31, 2012 and 2011 prepared in
accordance with generally accepted accounting principles (“GAAP”) and on
a basis other than GAAP (“Non-GAAP”). A reconciliation between GAAP and
Non-GAAP amounts is presented at the end of this press release. The 33%
Non-GAAP effective tax rate in the fiscal 2013 period and 35% in the
fiscal 2012 period result from Aeroflex’s geographic mix of Non-GAAP
pre-tax income. These rates were applied to Aeroflex’s Non-GAAP pre-tax
income for the three and six month periods ended December 31, 2012 and
2011, respectively.
Selected GAAP Results
(In thousands, except percentages and per share data)
Three Months Ended
Six Months Ended
December 31,
December 31,
2012
2011
2012
2011
Net sales
$
156,230
$
171,138
$
297,383
$
326,022
Gross profit
78,998
85,691
147,897
164,210
Gross margin
50.6
%
50.1
%
49.7
%
50.4
%
Operating income (loss)
5,824
8,246
295
8,784
Net income (loss)
$
745
$
(535
)
$
(13,394
)
$
(5,577
)
Net loss per common share:
Basic
$
0.01
$
(0.01
)
$
(0.16
)
$
(0.07
)
Diluted
$
0.01
$
(0.01
)
$
(0.16
)
$
(0.07
)
Weighted average number of common shares outstanding:
Basic and diluted
84,870
84,804
84,853
84,797
Diluted
84,880
84,804
84,853
84,797
Selected Non-GAAP Results
(In thousands, except percentages and per share data)
Three Months Ended
Six Months Ended
December 31,
December 31,
2012
2011
2012
2011
Net sales
$
156,230
$
171,138
$
297,383
$
326,022
Gross profit
79,184
85,693
148,278
164,202
Gross margin
50.7
%
50.1
%
49.9
%
50.4
%
Operating income
22,502
29,768
37,049
50,709
Net income
$
8,714
$
13,866
$
11,928
$
22,165
Net income per common share:
Basic
$
0.10
$
0.16
$
0.14
$
0.26
Diluted
$
0.10
$
0.16
$
0.14
$
0.26
Weighted average number of common shares outstanding:
Basic
84,870
84,804
84,853
84,797
Diluted
84,880
84,814
87,870
84,802
Adjusted EBITDA
$
27,566
$
34,352
$
47,006
$
60,063
Business Outlook
For the fiscal third quarter ending March 31, 2013, Aeroflex expects net
sales to be between $154 million and $162 million, GAAP net loss to be
between $(2) million and $(1) million, Adjusted EBITDA to be between $26
million and $29 million, GAAP net loss per share to be between $(0.02)
and $(0.01) and Non-GAAP net income per share to be between $0.09 and
$0.12.
The range of expected GAAP and Non-GAAP net income per share for the
fiscal third quarter was calculated using GAAP and Non-GAAP effective
tax rates of 68% and 28%, respectively.
Non-GAAP Presentation
This press release contains Non-GAAP financial measures that are not in
accordance with, or an alternative for, measures prepared in accordance
with generally accepted accounting principles and may be different from
Non-GAAP measures used by other companies. In addition, these Non-GAAP
measures: (i) are not based on any comprehensive set of accounting rules
or principles; and (ii) have limitations in that they do not reflect all
of the amounts associated with Aeroflex's results of operations as
determined in accordance with GAAP. As such, these measures should only
be used to evaluate Aeroflex's results of operations in conjunction with
the corresponding GAAP measures.
Aeroflex believes that the presentation of Non-GAAP financial measures,
when shown in conjunction with the corresponding GAAP measures, provides
useful supplemental information to investors and management regarding
financial and business trends relating to its financial condition and
results of operations because they exclude certain non-cash charges or
items that management does not believe are reflective of its ongoing
operating results when assessing the performance of its business.
Aeroflex believes that these Non-GAAP financial measures also facilitate
the comparison by management and investors of results between periods
and among its peer companies. However, its peer companies may calculate
similar Non-GAAP financial measures differently than Aeroflex, limiting
the information’s usefulness as comparative measures.
Webcast and Conference Call Information
Aeroflex will host a live webcast and conference call at 4:30 p.m.
eastern standard time on Wednesday, February 6th during which
management will discuss the financial results. To participate in the
live webcast, please visit the events page of the website located at http://ir.aeroflex.com.
Please plan to join five to ten minutes before the start of the webcast
to facilitate a timely connection. If you are unable to participate and
would like to hear a replay of the call, an audio replay of the webcast
will be available on the Aeroflex website or can be accessed
telephonically for domestic callers at (888) 286-8010 or internationally
at (617) 801-6888 with pass code 36066861.
About Aeroflex
Aeroflex Holding Corp. is a leading global provider of high performance
microelectronic components, and test and measurement equipment used by
companies in the space, avionics, defense, commercial wireless
communications, medical and other markets.
Forward-looking Statements
All statements other than statements of historical fact included in this
press release regarding Aeroflex’s business strategy, financial results
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, adverse developments in the global economy; changes in
government spending; dependence on growth in customers’ businesses; the
ability to remain competitive in the markets Aeroflex serves; the
inability to continue to develop, manufacture and market innovative,
customized products and services that meet customer requirements for
performance and reliability; any failure of suppliers to provide raw
materials and/or properly functioning component parts; the inability to
meet covenants contained in debt agreements; the termination of key
contracts, including technology license agreements, or loss of key
customers; the inability to protect intellectual property; the failure
to comply with regulations such as International Traffic in Arms
Regulations and any changes in regulations; the failure to realize
anticipated benefits from completed acquisitions, divestitures or
restructurings, or the possibility that such acquisitions, divestitures
or restructurings could adversely affect Aeroflex; the loss of key
employees; exposure to foreign currency exchange rate risks; and
terrorist acts or acts of war. Such statements reflect the current views
of management with respect to the future and are subject to these and
other risks, uncertainties and assumptions. Aeroflex does not undertake
any obligation to update such forward-looking statements. Any
projections in this release are based on limited information currently
available to Aeroflex, which is subject to change. Although any such
projections and the factors influencing them will likely change,
Aeroflex will not necessarily update the information, since Aeroflex
will only provide guidance at certain points during the year.
Aeroflex Holding Corp. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Three Months Ended December 31,
2012
2011
Net sales
$
156,230
$
171,138
Cost of sales
77,232
85,447
Gross profit
78,998
85,691
Operating expenses:
Selling, general and administrative costs
36,617
37,997
Research and development costs
21,088
22,420
Amortization of acquired intangibles
14,063
15,665
Restructuring charges
66
915
Impairment of asset held for sale
1,340
-
Change in fair value of acquisition contingent consideration
liability
-
448
Total operating expenses
73,174
77,445
Operating income
5,824
8,246
Other income (expense):
Interest expense
(9,768
)
(8,560
)
Write-off of deferred financing costs
(227
)
-
Other income (expense), net
(212
)
(398
)
Total other income (expense), net
(10,207
)
(8,958
)
Income (loss) before income taxes
(4,383
)
(712
)
Provision (benefit) for income taxes
(5,128
)
(177
)
Net income (loss)
$
745
$
(535
)
Net income (loss) per common share:
Basic
$
0.01
$
(0.01
)
Diluted
$
0.01
$
(0.01
)
Weighted average number of common shares outstanding:
Basic
84,870
84,804
Diluted
84,880
84,804
Aeroflex Holding Corp. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Six Months Ended December 31,
2012
2011
Net sales
$
297,383
$
326,022
Cost of sales
149,486
161,812
Gross profit
147,897
164,210
Operating expenses:
Selling, general and administrative costs
72,320
75,128
Research and development costs
41,966
46,695
Amortization of acquired intangibles
28,643
31,401
Restructuring charges
3,333
1,351
Impairment of asset held for sale
1,340
-
Change in fair value of acquisition contingent consideration
liability
-
851
Total operating expenses
147,602
155,426
Operating income
295
8,784
Other income (expense):
Interest expense
(19,846
)
(17,134
)
Write-off of deferred financing costs
(824
)
-
Other income (expense), net
(501
)
(693
)
Total other income (expense), net
(21,171
)
(17,827
)
Income (loss) before income taxes
(20,876
)
(9,043
)
Provision (benefit) for income taxes
(7,482
)
(3,466
)
Net income (loss)
$
(13,394
)
$
(5,577
)
Net income (loss) per common share:
Basic and diluted
$
(0.16
)
$
(0.07
)
Weighted average number of common shares outstanding:
Basic and diluted
84,853
84,797
Aeroflex Holding Corp. and Subsidiaries
Selected Segment Data
(In thousands, except percentages)
Three Months Ended
Six Months Ended
December 31,
December 31,
2012
2011
2012
2011
Net sales:
- Microelectronic solutions ("AMS")
$
78,551
$
84,592
$
153,001
$
166,397
- Test solutions ("ATS")
77,679
86,546
144,382
159,625
Total net sales
$
156,230
$
171,138
$
297,383
$
326,022
Gross profit:
- AMS
$
38,621
$
42,280
$
75,070
$
83,302
- ATS
40,377
43,411
72,827
80,908
Total gross profit
$
78,998
$
85,691
$
147,897
$
164,210
Gross margin:
- AMS
49.2
%
50.0
%
49.1
%
50.1
%
- ATS
52.0
%
50.2
%
50.4
%
50.7
%
Total gross margin
50.6
%
50.1
%
49.7
%
50.4
%
Aeroflex Holding Corp. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
December 31,
June 30,
2012
2012
Assets
Current assets:
Cash and cash equivalents
$
41,676
$
41,324
Accounts receivable, less allowance for doubtful accounts of
$1,562 and $981
126,260
146,597
Inventories
160,049
158,090
Deferred income taxes
26,402
33,315
Income taxes receivable
462
4,935
Prepaid expenses and other current assets
10,310
11,942
Total current assets
365,159
396,203
Property, plant and equipment, net of accumulated depreciation of
$111,391 and $102,310
102,234
101,632
Deferred financing costs, net
13,794
15,720
Other assets
32,989
34,955
Intangible assets with definite lives, net
94,112
119,476
Intangible assets with indefinite lives
114,344
113,461
Goodwill
410,462
408,361
Total assets
$
1,133,094
$
1,189,808
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
$
28,917
$
26,822
Advance payments by customers and deferred revenue
22,290
23,433
Income taxes payable
66
593
Accrued payroll expenses
18,139
18,635
Accrued expenses and other current liabilities
36,667
37,559
Total current liabilities
106,079
107,042
Long-term debt
606,375
641,375
Deferred income taxes
79,914
94,022
Other long-term liabilities
19,423
20,592
Total liabilities
811,791
863,031
Stockholders' equity:
Preferred stock, par value $.01 per share; 50,000,000 shares
authorized, no shares issued and outstanding
-
-
Common stock, par value $.01 per share; 300,000,000 shares
authorized, 84,930,237 and 84,845,687 shares issued and outstanding
849
848
Additional paid-in capital
649,741
648,092
Accumulated other comprehensive income (loss)
(33,206
)
(39,476
)
Accumulated deficit
(296,081
)
(282,687
)
Total stockholders' equity
321,303
326,777
Total liabilities and stockholders' equity
$
1,133,094
$
1,189,808
Aeroflex Holding Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
Six Months Ended December 31,
2012
2011
Cash flows from operating activities:
Net income (loss)
$
(13,394
)
$
(5,577
)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization
39,803
41,804
Change in fair value of acquisition contingent consideration
liability
-
851
Impairment of asset held for sale
1,340
-
Write-off of deferred financing costs
824
-
Deferred income taxes
(7,766
)
(754
)
Share-based compensation
1,367
1,730
Amortization of deferred financing costs
1,101
1,009
Other, net
774
1,100
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable
20,404
17,994
Decrease (increase) in inventories
(1,342
)
1,349
Decrease (increase) in prepaid expenses and other assets
3,676
(1,533
)
Increase (decrease) in accounts payable, accrued expenses and
other liabilities
(2,678
)
(39,557
)
Net cash provided by (used in) operating activities
44,109
18,416
Cash flows from investing activities:
Payments for purchase of businesses, net of cash acquired
-
(5,106
)
Capital expenditures
(9,262
)
(9,494
)
Other, net
335
79
Net cash provided by (used in) investing activities
(8,927
)
(14,521
)
Cash flows from financing activities:
Payment of contingent consideration related to business acquisition
-
(948
)
Debt repayments
(35,000
)
(3,625
)
Deferred financing costs
-
(115
)
Other, net
(641
)
-
Net cash provided by (used in) financing activities
(35,641
)
(4,688
)
Effect of exchange rate changes on cash and cash equivalents
811
(1,115
)
Net increase (decrease) in cash and cash equivalents
352
(1,908
)
Cash and cash equivalents at beginning of period
41,324
66,278
Cash and cash equivalents at end of period
$
41,676
$
64,370
Aeroflex Holding Corp. and Subsidiaries
Reconciliation of GAAP Operating Income to Non-GAAP Operating
Income
(In thousands)
Three Months Ended
Six Months Ended
December 31,
December 31,
2012
2011
2012
2011
Operating income - GAAP
$
5,824
$
8,246
$
295
$
8,784
Amortization of acquired intangibles
14,063
15,665
28,643
31,401
Impact of purchase accounting adjustments
13
70
55
140
Change in fair value of acquisition contingent consideration
liability
-
448
-
851
Restructuring costs and related pro forma savings (a)
66
3,046
3,768
6,048
Share-based compensation
731
1,130
1,367
1,730
Impairment of asset held for sale
1,340
-
1,340
-
Other adjustments
465
1,163
1,581
1,755
Operating income - non-GAAP
$
22,502
$
29,768
$
37,049
$
50,709
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income
(In thousands)
Three Months Ended
Six Months Ended
December 31,
December 31,
2012
2011
2012
2011
Net income (loss) - GAAP
$
745
$
(535
)
$
(13,394
)
$
(5,577
)
Amortization of acquired intangibles
14,063
15,665
28,643
31,401
Impact of purchase accounting adjustments
13
70
55
140
Change in fair value of acquisition contingent consideration
liability
-
448
-
851
Restructuring costs and related pro forma savings (a)
66
3,046
3,768
6,048
Share-based compensation
731
1,130
1,367
1,730
Impairment of asset held for sale
1,340
-
1,340
-
Write-off of deferred financing costs
227
-
824
-
Amortization of deferred financing costs
547
507
1,101
1,009
Other adjustments
465
1,163
1,581
1,755
Tax impact of adjustments
(9,483
)
(7,628
)
(13,357
)
(15,192
)
Net income - non-GAAP
$
8,714
$
13,866
$
11,928
$
22,165
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
(In thousands)
Three Months Ended
Six Months Ended
December 31,
December 31,
2012
2011
2012
2011
(In thousands)
Net income (loss)
$
745
$
(535
)
$
(13,394
)
$
(5,577
)
Interest expense
9,768
8,560
19,846
17,134
Provision (benefit) for income taxes
(5,128
)
(177
)
(7,482
)
(3,466
)
Depreciation and amortization
19,680
20,830
39,803
41,804
EBITDA
25,065
28,678
38,773
49,895
Restructuring costs and related pro forma savings(a)
66
3,046
3,768
6,048
Share-based compensation
731
1,130
1,367
1,730
Impairment of asset held for sale
1,340
-
1,340
-
Change in fair value of acquisition contingent consideration
liability
-
448
-
851
Write-off of deferred financing costs
227
-
824
-
Other defined items(b)
137
1,050
934
1,539
Adjusted EBITDA
$
27,566
$
34,352
$
47,006
$
60,063
(a)
Primarily reflects costs associated with the reorganization of our
European operations and consolidation of certain of our U.S.
component facilities. Pro forma savings reflect the costs that we
estimate would have been eliminated during the fiscal year in
which a restructuring occurred had the restructuring occurred as
of the first day of that fiscal year. Pro forma savings were
estimated to be $0 and $435,000 for the three and six months ended
December 31, 2012. The pro forma savings of $2.1 million and $4.7
million for the three and six months ended December 31, 2011 were
not fully reflected in our Adjusted EBITDA as reported in our
December 31, 2011 report on Form 10-Q as they relate to
restructuring activities recorded throughout fiscal 2012.
(b)
Reflects other adjustments required in calculating our debt
covenant compliance. These other defined items include legal fees
related to certain litigation and business acquisition and
divestiture related costs.
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