For the quarterly period ended | September 30, 2013 | |
DELAWARE | 01-0899019 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
35 South Service Road | |
P.O. Box 6022 | |
Plainview, N.Y. | 11803-0622 |
(Address of principal executive offices) | (Zip Code) |
| Large accelerated filer ¨ | Accelerated filer x |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (Do not check if a smaller reporting company) | |
| November 6, 2013 | 84,942,690 | |
| (Date) | (Number of Shares) | |
| | | PAGE |
| PART I: FINANCIAL INFORMATION | | |
| | | |
Item 1 | UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | | |
| September 30, 2013 and June 30, 2013 | | 2 |
| | | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | | |
| Three Months Ended September 30, 2013 and 2012 | | 3 |
| | | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | | |
| Three Months Ended September 30, 2013 and 2012 | | 4 |
| | | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | | |
| Three Months Ended September 30, 2013 and 2012 | | 5 |
| | | |
| NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | | 6 14 |
| | | |
Item 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | |
| Three Months Ended September 30, 2013 and 2012 | | 15 22 |
| | | |
Item 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | 23 |
| | | |
Item 4 | CONTROLS AND PROCEDURES | | 23 |
| | | |
| PART II: OTHER INFORMATION | | |
| | | |
Item 1 | LEGAL PROCEEDINGS | | 24 |
| | | |
Item 1A | RISK FACTORS | | 24 |
| | | |
Item 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | | 24 |
| | | |
Item 3 | DEFAULTS UPON SENIOR SECURITIES | | 24 |
| | | |
Item 4 | MINE SAFETY DISCLOSURES | | 24 |
| | | |
Item 5 | OTHER INFORMATION | | 24 |
| | | |
Item 6 | EXHIBITS | | 24 |
| | | |
SIGNATURE | | 25 | |
| | | |
EXHIBIT INDEX | | 26 | |
| | | |
CERTIFICATIONS | | 27 - 31 |
1 | ||
| | September 30, | | June 30, | | ||
| | 2013 | | 2013 | | ||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 62,793 | | $ | 39,424 | |
Accounts receivable, less allowance for doubtful accounts of $3,379 and $3,422 | | | 119,320 | | | 151,163 | |
Inventories | | | 171,782 | | | 156,516 | |
Deferred income taxes | | | 35,509 | | | 35,491 | |
Prepaid expenses and other current assets | | | 12,826 | | | 9,374 | |
Total current assets | | | 402,230 | | | 391,968 | |
| | | | | | | |
Property, plant and equipment, net of accumulated depreciation of $118,014 and $122,479 | | | 101,890 | | | 101,546 | |
Deferred financing costs, net | | | 11,152 | | | 11,580 | |
Other assets | | | 31,541 | | | 31,886 | |
Intangible assets with definite lives, net | | | 55,683 | | | 65,552 | |
Intangible assets with indefinite lives | | | 112,373 | | | 110,779 | |
Goodwill | | | 316,155 | | | 315,643 | |
| | | | | | | |
Total assets | | $ | 1,031,024 | | $ | 1,028,954 | |
| | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable | | $ | 35,209 | | $ | 34,768 | |
Advance payments by customers and deferred revenue | | | 22,762 | | | 23,490 | |
Income taxes payable | | | 401 | | | 12,003 | |
Accrued payroll expenses | | | 22,002 | | | 21,694 | |
Accrued expenses and other current liabilities | | | 33,568 | | | 37,184 | |
Total current liabilities | | | 113,942 | | | 129,139 | |
| | | | | | | |
Long-term debt | | | 587,000 | | | 587,000 | |
Deferred income taxes | | | 64,970 | | | 67,296 | |
Other long-term liabilities | | | 21,378 | | | 23,061 | |
Total liabilities | | | 787,290 | | | 806,496 | |
| | | | | | | |
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, 84,942,690 and 84,936,582 shares issued and outstanding | | | 849 | | | 849 | |
Additional paid-in capital | | | 652,144 | | | 651,950 | |
Accumulated other comprehensive income (loss) | | | (32,831) | | | (43,406) | |
Accumulated deficit | | | (376,428) | | | (386,935) | |
Total stockholders' equity | | | 243,734 | | | 222,458 | |
Total liabilities and stockholders' equity | | $ | 1,031,024 | | $ | 1,028,954 | |
2 | ||
| | Three Months Ended September 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
Net sales | | $ | 132,732 | | $ | 137,635 | |
Cost of sales | | | 66,914 | | | 69,413 | |
Gross profit | | | 65,818 | | | 68,222 | |
| | | | | | | |
Operating expenses: | | | | | | | |
Selling, general and administrative costs | | | 33,168 | | | 35,520 | |
Research and development costs | | | 21,485 | | | 20,878 | |
Amortization of acquired intangibles | | | 10,518 | | | 14,580 | |
Restructuring charges | | | 684 | | | 3,267 | |
Total operating expenses | | | 65,855 | | | 74,245 | |
Operating income (loss) | | | (37) | | | (6,023) | |
| | | | | | | |
Other income (expense): | | | | | | | |
Interest expense | | | (7,252) | | | (10,078) | |
Write-off of deferred financing costs | | | - | | | (597) | |
Other income (expense), net | | | (51) | | | (289) | |
Total other income (expense), net | | | (7,303) | | | (10,964) | |
| | | | | | | |
Income (loss) from continuing operations before income taxes | | | (7,340) | | | (16,987) | |
Provision (benefit) for income taxes | | | (3,385) | | | (2,471) | |
Income (loss) from continuing operations | | | (3,955) | | | (14,516) | |
| | | | | | | |
Discontinued operations: | | | | | | | |
Income from discontinued operations, net of tax provision of $105 and $117 | | | 360 | | | 377 | |
Gain on disposal of operations, net of tax of $0 | | | 14,102 | | | - | |
Income from discontinued operations | | | 14,462 | | | 377 | |
| | | | | | | |
Net income (loss) | | $ | 10,507 | | $ | (14,139) | |
| | | | | | | |
Income (loss) per common share - basic and diluted: | | | | | | | |
Continuing operations | | $ | (0.05) | | $ | (0.17) | |
Discontinued operations | | | 0.17 | | | - | |
Net income (loss) | | $ | 0.12 | | $ | (0.17) | |
| | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | |
Basic and diluted | | | 84,916 | | | 84,836 | |
3 | ||
| | Three Months Ended September 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
Net income (loss) | | $ | 10,507 | | $ | (14,139) | |
| | | | | | | |
Other comprehensive income (loss): | | | | | | | |
Minimum pension liability adjustment, net of tax provision (benefit) of $21 and $0 | | | 25 | | | - | |
Foreign currency translation adjustment, net of tax provision (benefit) of $410 and $192 | | | 10,550 | | | 5,477 | |
| | | 10,575 | | | 5,477 | |
| | | | | | | |
Total comprehensive income (loss) | | $ | 21,082 | | $ | (8,662) | |
4 | ||
| | Three Months Ended September 30, | | ||||
| | 2013 | | 2012 | | ||
Cash flows from operating activities: | | | | | | | |
Net income (loss) | | $ | 10,507 | | $ | (14,139) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | |
Depreciation and amortization | | | 16,449 | | | 20,123 | |
Gain on disposal of operations | | | (14,102) | | | - | |
Write-off of deferred financing costs | | | - | | | 597 | |
Deferred income taxes | | | (3,341) | | | (2,629) | |
Share-based compensation | | | 882 | | | 636 | |
Amortization of deferred financing costs | | | 428 | | | 554 | |
Other, net | | | (14) | | | 511 | |
Change in operating assets and liabilities, net of effects from sale of business: | | | | | | | |
Decrease (increase) in accounts receivable | | | 29,457 | | | 33,023 | |
Decrease (increase) in inventories | | | (14,572) | | | 94 | |
Decrease (increase) in prepaid expenses and other assets | | | (1,904) | | | (1,438) | |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | | | (16,054) | | | (5,338) | |
| | | | | | | |
Net cash provided by (used in) operating activities | | | 7,736 | | | 31,994 | |
| | | | | | | |
Cash flows from investing activities: | | | | | | | |
Net proceeds from the sale of business | | | 18,389 | | | - | |
Capital expenditures | | | (5,307) | | | (4,087) | |
Other, net | | | 115 | | | 248 | |
| | | | | | | |
Net cash provided by (used in) investing activities | | | 13,197 | | | (3,839) | |
| | | | | | | |
Cash flows from financing activities: | | | | | | | |
Debt repayments | | | - | | | (25,000) | |
Other, net | | | (901) | | | (21) | |
| | | | | | | |
Net cash provided by (used in) financing activities | | | (901) | | | (25,021) | |
| | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | 3,337 | | | 777 | |
| | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 23,369 | | | 3,911 | |
Cash and cash equivalents at beginning of period | | | 39,424 | | | 41,324 | |
| | | | | | | |
Cash and cash equivalents at end of period | | $ | 62,793 | | $ | 45,235 | |
5 | ||
6 | ||
| | September 30, | | June 30, | | ||
| | 2013 | | 2013 | | ||
| | (In thousands) | | ||||
Raw materials | | $ | 84,114 | | $ | 76,762 | |
Work in process | | | 56,353 | | | 52,221 | |
Finished goods | | | 31,315 | | | 27,533 | |
| | $ | 171,782 | | $ | 156,516 | |
7 | ||
| | September 30, 2013 | | June 30, 2013 | | ||||||||||||||
| | Gross | | | | | | | | Gross | | | | | | | | ||
| | Carrying | | Accumulated | | Total Net | | Carrying | | Accumulated | | Total Net | | ||||||
| | Amount | | Amortization | | Book Value | | Amount | | Amortization | | Book Value | | ||||||
| | (In thousands) | | ||||||||||||||||
Developed technology | | $ | 203,594 | | $ | 198,228 | | $ | 5,366 | | $ | 201,447 | | $ | 192,574 | | $ | 8,873 | |
Customer related intangibles | | | 227,529 | | | 178,633 | | | 48,896 | | | 226,406 | | | 171,514 | | | 54,892 | |
Non-compete arrangements | | | 10,413 | | | 9,764 | | | 649 | | | 10,344 | | | 9,401 | | | 943 | |
Trade names | | | 3,377 | | | 2,605 | | | 772 | | | 3,332 | | | 2,488 | | | 844 | |
Total | | $ | 444,913 | | $ | 389,230 | | $ | 55,683 | | $ | 441,529 | | $ | 375,977 | | $ | 65,552 | |
| | Microelectronic | | Test | | | | | ||
| | Solutions | | Solutions | | Total | | |||
| | (In thousands) | | |||||||
Balance at June 30, 2013 | | | | | | | | | | |
Goodwill | | $ | 339,859 | | $ | 159,284 | | $ | 499,143 | |
Accumulated impairments | | | (90,100) | | | (93,400) | | | (183,500) | |
| | | 249,759 | | | 65,884 | | | 315,643 | |
| | | | | | | | | | |
Changes for the three months ended September 30, 2013 | | | | | | | | | | |
Translation and other adjustments | | | 684 | | | (172) | | | 512 | |
| | | | | | | | | | |
Balance at September 30, 2013 | | | | | | | | | | |
Goodwill | | | 340,543 | | | 159,112 | | | 499,655 | |
Accumulated impairments | | | (90,100) | | | (93,400) | | | (183,500) | |
| | $ | 250,443 | | $ | 65,712 | | $ | 316,155 | |
8 | ||
| | Balance | | | | | | | | | | | Balance | | ||
| | June 30, | | | | | | | | | | | September 30, | | ||
| | 2013 | | Three Months Ended September 30, 2013 | | 2013 | | |||||||||
| | | | | | | | | | | Effect of | | | | | |
| | Restructuring | | | | | Cash | | Foreign | | Restructuring | | ||||
| | Liability | | Net Additions | | Payments | | Currency | | Liability | | |||||
| | (In thousands) | | |||||||||||||
Severance costs | | $ | 904 | | $ | 25 | | $ | (743) | | $ | 15 | | $ | 201 | |
| | | | | | | | | | | | | | | | |
Facilities closure costs | | | 88 | | | 659 | | | (621) | | | - | | | 126 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 992 | | $ | 684 | | $ | (1,364) | | $ | 15 | | $ | 327 | |
| | Asset (Liability) Derivatives | | ||||||||
| | September 30, 2013 | | June 30, 2013 | | ||||||
| | Balance Sheet | | | | | Balance Sheet | | | | |
(In thousands) | | Location | | Fair Value (1) | | Location | | Fair Value (1) | | ||
| | | | | | | | | | | |
Derivatives not designated as hedging instruments: | | | | | | | | | | | |
| | | | | | | | | | | |
Foreign currency forward contracts | | Prepaid expenses and other current assets | | $ | 396 | | Accrued expenses and other current liabilities | | $ | (359) | |
| (1) | The fair values of derivative assets and liabilities are determined based on observable market data and are considered level 2 in the fair value hierarchy. |
9 | ||
Derivatives Not | | Location of Gain or (Loss) | | Amount of Gain or (Loss) | | ||||
Designated as | | Recognized in Earnings on | | Recognized in Earnings on | | ||||
Hedging Instruments | | Derivative | | Derivative | | ||||
| | | | | | | | | |
| | | | Three Months Ended September 30, | | ||||
| | | | 2013 | | 2012 | | ||
| | | | | | | | | |
| | | | (In thousands) | | ||||
| | | | | | | | | |
Foreign currency forward contracts | | Other income (expense) | | $ | 755 | | $ | (25) | |
| | As of September 30, 2013 | | ||||
| | (In thousands) | | ||||
| | Carrying Amount | | Estimated Fair Value | | ||
| | | | | | | |
Senior secured term loan facility | | $ | 587,000 | | $ | 591,036 | |
10 | ||
| | | | | Net | | | | | |
| | Net Minimum | | Cumulative | | | | | ||
| | Pension | | Translation | | | | | ||
| | Liability | | Adjustment | | Total | | |||
| | (In thousands) | | |||||||
| | | | | | | | | | |
Accumulated other comprehensive income (loss) at June 30, 2013 | | $ | (1,403) | | $ | (42,003) | | $ | (43,406) | |
| | | | | | | | | | |
Other comprehensive income (loss) | | | | | | | | | | |
Other comprehensive income (loss) before reclassifications | | | 16 | | | 10,550 | | | 10,566 | |
Amounts reclassified from accumulated other comprehensive income | | | 9 | | | - | | | 9 | |
Total other comprehensive income (loss) | | | 25 | | | 10,550 | | | 10,575 | |
| | | | | | | | | | |
Accumulated other comprehensive income (loss) at September 30, 2013 | | $ | (1,378) | | $ | (31,453) | | $ | (32,831) | |
11 | ||
12 | ||
| | Three Months Ended September 30, | | ||||
| | 2013 | | 2012 | | ||
| | (In thousands) | | ||||
| | | | | | | |
United States of America | | $ | 84,727 | | $ | 79,792 | |
Europe and Middle East | | | 19,685 | | | 32,290 | |
Asia and Australia | | | 23,482 | | | 22,149 | |
Other regions | | | 4,838 | | | 3,404 | |
| | $ | 132,732 | | $ | 137,635 | |
13 | ||
| | Three Months Ended September 30, | | ||||
| | 2013 | | 2012 | | ||
| | (In thousands) | | ||||
Net sales | | | | | | | |
- Microelectronic solutions ("AMS") | | $ | 74,006 | | $ | 78,072 | |
- Test solutions ("ATS") | | | 58,726 | | | 59,563 | |
Net sales | | $ | 132,732 | | $ | 137,635 | |
| | | | | | | |
Segment adjusted operating income | | | | | | | |
- AMS | | $ | 12,458 | | $ | 16,205 | |
- ATS | | | 2,809 | | | 920 | |
- Corporate expense | | | (3,218) | | | (4,026) | |
Adjusted operating income | | | 12,049 | | | 13,099 | |
| | | | | | | |
Amortization of acquired intangibles | | | | | | | |
- AMS | | | (6,724) | | | (8,966) | |
- ATS | | | (3,794) | | | (5,614) | |
Restructuring charges | | | | | | | |
- AMS | | | (5) | | | (204) | |
- ATS | | | (679) | | | (3,063) | |
Inventory write-off related to discontinued product line - ATS | | | 7 | | | - | |
Share-based compensation | | | | | | | |
- AMS | | | (238) | | | (111) | |
- ATS | | | (231) | | | (67) | |
- Corporate | | | (413) | | | (458) | |
Business acquisition and divestiture related costs - Corporate | | | - | | | (597) | |
Current period impact of acquisition related adjustments | | | | | | | |
- AMS | | | 25 | | | (9) | |
- ATS | | | 21 | | | 22 | |
- Corporate | | | (55) | | | (55) | |
Operating income (loss) (GAAP) | | | (37) | | | (6,023) | |
| | | | | | | |
Interest expense | | | (7,252) | | | (10,078) | |
Write-off of deferred financing costs | | | - | | | (597) | |
Other income (expense), net | | | (51) | | | (289) | |
Income (loss) from continuing operations before income taxes | | $ | (7,340) | | $ | (16,987) | |
14 | ||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| ⋅ | HiRel microelectronics/semiconductors |
| ⋅ | RF and microwave components |
| ⋅ | Mixed-signal/digital Application Specific Integrated Circuits (“ASICs”) |
| ⋅ | Motion control products |
15 | ||
| ⋅ | Wireless test equipment |
| ⋅ | Military radio and Private Mobile Radio, or PMR, test equipment |
| ⋅ | Avionics test equipment |
| ⋅ | Synthetic test equipment |
| ⋅ | General purpose test equipment |
| | Three Months Ended September 30, | | | |||||
| | 2013 | | | 2012 | | | ||
Net sales | | | 100.0 | % | | | 100.0 | % | |
Cost of sales | | | 50.4 | | | | 50.4 | | |
Gross profit | | | 49.6 | | | | 49.6 | | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
Selling, general and administrative costs | | | 25.0 | | | | 25.8 | | |
Research and development costs | | | 16.2 | | | | 15.2 | | |
Amortization of acquired intangibles | | | 7.9 | | | | 10.6 | | |
Restructuring charges | | | 0.5 | | | | 2.4 | | |
Total operating expenses | | | 49.6 | | | | 54.0 | | |
| | | | | | | | | |
Operating income (loss) | | | - | | | | (4.4) | | |
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest expense | | | (5.5) | | | | (7.3) | | |
Write-off of deferred financing costs | | | - | | | | (0.4) | | |
Other income (expense), net | | | - | | | | (0.2) | | |
| | | | | | | | | |
Income (loss) from continuing operations before income taxes | | | (5.5) | | | | (12.3) | | |
Provision (benefit) for income taxes | | | (2.6) | | | | (1.8) | | |
Income (loss) from continuing operations | | | (2.9) | | | | (10.5) | | |
| | | | | | | | | |
Discontinued operations: | | | | | | | | | |
Income from discontinued operations, net of tax | | | 0.3 | | | | 0.3 | | |
Gain on disposal of operations, net of tax | | | 10.6 | | | | - | | |
Income from discontinued operations | | | 10.9 | | | | 0.3 | | |
| | | | | | | | | |
Net income (loss) | | | 8.0 | % | | | (10.2) | % | |
16 | ||
Three Months | | | | % of | | | | | % of | | | | | |||||
Ended | | | | Consolidated | | | | | Consolidated | | | | | |||||
September 30, | | AMS | | Net Sales | | | ATS | | Net Sales | | | Total | | |||||
(In thousands, except percentages) | | |||||||||||||||||
2013 | | $ | 74,006 | | | 55.8 | % | | $ | 58,726 | | | 44.2 | % | | $ | 132,732 | |
2012 | | $ | 78,072 | | | 56.7 | % | | $ | 59,563 | | | 43.3 | % | | $ | 137,635 | |
Three Months | | | | | % of | | | | | % of | | | | | | % of | |
Ended | | | | | Net | | | | | Net | | | | | | Net | |
September 30, | | AMS | | Sales | | ATS | | Sales | | Total | | | Sales | | |||
(In thousands, except percentages) | | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
2013 | | $ | 34,294 | | 46.3 | % | $ | 31,524 | | 53.7 | % | $ | 65,818 | | | 49.6 | % |
2012 | | $ | 37,783 | | 48.4 | % | $ | 30,439 | | 51.1 | % | $ | 68,222 | | | 49.6 | % |
17 | ||
Three Months | | | | | % of | | | | | % of | | | | | | | | | % of | |
Ended | | | | | Net | | | | | Net | | | | | | | | | Net | |
September 30, | | AMS | | Sales | | ATS | | Sales | | | Corporate | | Total | | Sales | | ||||
(In thousands, except percentages) | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
2013 | | $ | 12,827 | | 17.3 | % | $ | 16,655 | | 28.4 | % | | $ | 3,686 | | $ | 33,168 | | 25.0 | % |
2012 | | $ | 12,745 | | 16.3 | % | $ | 17,639 | | 29.6 | % | | $ | 5,136 | | $ | 35,520 | | 25.8 | % |
18 | ||
Three Months | | | | | % of | | | | | % of | | | | | % of | |
Ended | | | | | Net | | | | | Net | | | | | Net | |
September 30, | | AMS | | Sales | | ATS | | Sales | | Total | | Sales | | |||
(In thousands, except percentages) | | |||||||||||||||
| | | | | | | | | | | | | | | | |
2013 | | $ | 9,224 | | 12.5 | % | $ | 12,261 | | 20.9 | % | $ | 21,485 | | 16.2 | % |
2012 | | $ | 8,952 | | 11.5 | % | $ | 11,926 | | 20.0 | % | $ | 20,878 | | 15.2 | % |
19 | ||
| | Three Months Ended September 30, | | ||||
| | 2013 | | 2012 | | ||
| | (In thousands) | | ||||
| | | | | | | |
Net income (loss) | | $ | 10,507 | | $ | (14,139) | |
Income from discontinued operations | | | (14,462) | | | (377) | |
Income (loss) from continuing operations | | | (3,955) | | | (14,516) | |
Interest expense | | | 7,252 | | | 10,078 | |
Provision (benefit) for income taxes | | | (3,385) | | | (2,471) | |
Depreciation and amortization | | | 16,449 | | | 20,123 | |
EBITDA | | | 16,361 | | | 13,214 | |
| | | | | | | |
Restructuring related costs, including pro forma savings(a) | | | 684 | | | 4,608 | |
Share-based compensation | | | 882 | | | 636 | |
Write-off of deferred financing costs | | | - | | | 597 | |
Other defined items(b) | | | 14 | | | 797 | |
Adjusted EBITDA | | $ | 17,941 | | $ | 19,852 | |
| (a) | Primarily reflects costs associated with the reorganization of our European operations and consolidation of certain of our U.S. operations. 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 $1.3 million for the three months ended September 30, 2013 and 2012, respectively. The pro forma savings for the three months ended September 30, 2012 includes an additional $906,000 which was not reflected in our Adjusted EBITDA as reported in our September 30, 2012 report on Form 10-Q as it relates to restructuring activities recorded throughout fiscal 2013. |
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| (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. |
20 | ||
| ⋅ | incurring additional indebtedness and issuing disqualified stock or preferred stock; |
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| ⋅ | making certain investments or other restricted payments; |
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| ⋅ | paying dividends and making other distributions with respect to capital stock, or repurchasing, redeeming or retiring capital stock or subordinated debt; |
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| ⋅ | selling or otherwise disposing of assets; |
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| ⋅ | under certain circumstances, issuing or selling equity interests; |
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| ⋅ | creating liens on our assets; |
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| ⋅ | consolidating or merging with, or acquiring in excess of specified annual limitations, another business, or selling or disposing of all or substantially all of our assets; and |
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| ⋅ | entering into certain transactions with our affiliates. |
21 | ||
22 | ||
23 | ||
24 | ||
| AEROFLEX HOLDING CORP. | |
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| /s/ John Adamovich, Jr. | |
| John Adamovich, Jr. | |
| Senior Vice President and | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
25 | ||
Exhibit No. | | Exhibit Description |
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31.1 | | Certification pursuant to Rules 13a-14(a)/15d-14a as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Chief Executive Officer) |
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31.2 | | Certification pursuant to Rules 13a-14(a)/15d-14a as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Chief Financial Officer) |
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31.3 | | Certification pursuant to Rules 13a-14(a)/15d-14a as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Principal Accounting Officer) |
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32.1 | | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Chief Executive Officer) |
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32.2 | | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Chief Financial Officer) |
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101.INS | | XBRL Instance Document |
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101.SCH | | XBRL Taxonomy Extension Schema Document |
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101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB | |