Business Segments | 6 Months Ended |
Dec. 31, 2013 |
Segment Reporting [Abstract] | ' |
Segment Reporting Disclosure [Text Block] | ' |
14. Business Segments |
|
We are a global provider of radio frequency, or RF, and microwave integrated circuits, components and systems used in the design, development and maintenance of technically demanding, high-performance wireless communication systems. Our solutions include highly specialized microelectronic components and test and measurement equipment used by companies in the space, avionics, defense, commercial wireless communications, medical and other markets. Our sales to agencies of the United States government or to prime defense contractors or subcontractors of the United States government were approximately 30% and 26% for the three months ended December 31, 2013 and 2012 and 31% and 29% for the six months ended December 31, 2013 and 2012, respectively. No customer constituted more than 10% of sales during any of the periods presented. Inter-segment sales were not material and have been eliminated from the tables below. |
|
The majority of our operations are located in the United States. We also have operations in Europe and Asia, with our most significant non-U.S. operations in the U.K. Net sales from facilities located in the U.K. were $40.8 million and $33.7 million for the three months ended December 31, 2013 and 2012 and $71.4 million and $65.5 million for the six months ended December 31, 2013 and 2012, respectively. Total assets of the U.K. operations were $211.8 million as of December 31, 2013 and $177.3 million as of June 30, 2013. |
|
Net sales, based on the customers’ locations, attributed to the United States and other regions were as follows: |
|
| | Three Months Ended | | Six Months Ended | |
| | December 31, | | December 31, | |
| | 2013 | | 2012 | | 2013 | | 2012 | |
| | | | | | | | | | | | | |
| | (In thousands) | |
| | | | | | | | | | | | | |
United States of America | | $ | 83,229 | | $ | 83,023 | | $ | 167,956 | | $ | 162,413 | |
Europe and Middle East | | | 29,786 | | | 25,850 | | | 49,472 | | | 58,140 | |
Asia and Australia | | | 29,412 | | | 35,699 | | | 52,893 | | | 58,249 | |
Other regions | | | 8,678 | | | 7,300 | | | 13,516 | | | 10,705 | |
| | $ | 151,105 | | $ | 151,872 | | $ | 283,837 | | $ | 289,507 | |
|
We organize our operations into two segments: Aeroflex Microelectronic Solutions, or AMS, and Aeroflex Test Solutions, or ATS. We engineer, manufacture and market a diverse range of products in each of our segments. The segment data which follows, reflects a reclassification of our frequency synthesizer product line from our ATS segment to our AMS segment for all periods presented to better align it with its end markets. Our synthesizer reporting unit had sales of $5.4 million and $4.8 million for the three months ended December 31, 2013 and 2012 and $9.2 million and $8.4 million for the six months ended December 31, 2013, respectively. |
|
AMS offers a broad range of microelectronics products and is a leading provider of high-performance, high reliability specialty microelectronics components. Its products include high reliability, or HiRel, microelectronics/semiconductors, RF and microwave components, mixed-signal/digital Application Specific Integrated Circuits (“ASICs”) and motion control products. ATS is a leading provider of a broad line of specialized test and measurement equipment. Its products include wireless test equipment, military radio and private mobile radio test equipment, avionics test equipment, synthetic test equipment and other general purpose test equipment. |
|
Selected financial data by segment was as follows: |
|
| | Three Months Ended | | Six Months Ended | |
| | December 31, | | December 31, | |
| | 2013 | | 2012 | | 2013 | | 2012 | |
| | (In thousands) | |
Net sales | | | | | | | | | | | | | |
- Microelectronic solutions ("AMS") | | $ | 83,757 | | $ | 83,301 | | $ | 157,763 | | $ | 161,373 | |
- Test solutions ("ATS") | | | 67,348 | | | 68,571 | | | 126,074 | | | 128,134 | |
Net sales | | $ | 151,105 | | $ | 151,872 | | $ | 283,837 | | $ | 289,507 | |
| | | | | | | | | | | | | |
Segment adjusted operating income | | | | | | | | | | | | | |
- AMS | | $ | 15,126 | | $ | 19,401 | | $ | 27,584 | | $ | 35,606 | |
- ATS | | | 8,017 | | | 5,469 | | | 10,826 | | | 6,389 | |
- Corporate expense | | | -3,391 | | | -3,483 | | | -6,609 | | | -7,509 | |
Adjusted operating income | | | 19,752 | | | 21,387 | | | 31,801 | | | 34,486 | |
| | | | | | | | | | | | | |
Amortization of acquired intangibles | | | | | | | | | | | | | |
- AMS | | | -4,480 | | | -8,970 | | | -11,204 | | | -17,936 | |
- ATS | | | -2,732 | | | -5,093 | | | -6,526 | | | -10,707 | |
Restructuring charges | | | | | | | | | | | | | |
- AMS | | | -63 | | | 185 | | | -68 | | | -19 | |
- ATS | | | -1,465 | | | -251 | | | -2,144 | | | -3,314 | |
- Corporate | | | -11 | | | - | | | -11 | | | - | |
Inventory write-off related to discontinued product line - ATS | | | - | | | - | | | 7 | | | - | |
Impairment of asset held for sale - AMS | | | - | | | -1,340 | | | - | | | -1,340 | |
Share-based compensation | | | | | | | | | | | | | |
- AMS | | | -878 | | | -291 | | | -1,116 | | | -402 | |
- ATS | | | -121 | | | -126 | | | -352 | | | -193 | |
- Corporate | | | -131 | | | -314 | | | -544 | | | -772 | |
Business acquisition and divestiture related costs - Corporate | | | -341 | | | -100 | | | -341 | | | -697 | |
Current period impact of acquisition related adjustments | | | | | | | | | | | | | |
- AMS | | | 25 | | | 20 | | | 50 | | | 11 | |
- ATS | | | 23 | | | 22 | | | 44 | | | 44 | |
- Corporate | | | -55 | | | -55 | | | -110 | | | -110 | |
Operating income (loss) (GAAP) | | | 9,523 | | | 5,074 | | | 9,486 | | | -949 | |
| | | | | | | | | | | | | |
Interest expense | | | -7,240 | | | -9,768 | | | -14,492 | | | -19,846 | |
Write-off of deferred financing costs | | | - | | | -227 | | | - | | | -824 | |
Other income (expense), net | | | -296 | | | -212 | | | -347 | | | -501 | |
Income (loss) from continuing operations before income taxes | | $ | 1,987 | | $ | -5,133 | | $ | -5,353 | | $ | -22,120 | |
|
Management evaluates the operating results of our two segments based upon Adjusted EBITDA (as defined in our credit agreement) as well as adjusted operating income, which is pre-tax operating income before certain non-cash, non-recurring and other items. We have set out above our adjusted operating income by segment and in the aggregate, and have provided a reconciliation of adjusted operating income to operating income (loss) on a GAAP basis and income (loss) from continuing operations before income taxes for the periods presented. |
| | | | | | | | | | | | | |