SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 30, 1995 OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 0-14224
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 48-0777904
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
10200 WEST YORK STREET
WICHITA, KANSAS 67215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 522-4981
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
Common Stock, $.01 par value
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 (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of September 11, 1995: Common stock, $.01 par value,
$60,077,369
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of September 11, 1995: Common stock, $.01 par value, 5,491,219
shares.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the Registrant's annual report to shareholders for the year
ended June 30, 1995 are incorporated by reference into Parts I and II of this
Form 10-K.
(2) Portions of the Registrant's proxy statement for the November 10, 1995
annual meeting of shareholders are incorporated by reference into Part III of
this Form 10-K.
The exhibit index to this Form 10-K is located on pages 9 through 12.
1
PART I
ITEM 1. BUSINESS
IFR Systems, Inc. ("IFR" or the "Company") is a Delaware corporation with
its principal offices in Wichita, Kansas. IFR designs, manufactures, and
markets communications, test and measurement, avionics, and fiber optic test
instruments. These products are used to test radio products, aircraft avionics
systems and optical fiber. IFR has been engaged in this general industry
directly, and through a predecessor corporation, in the same general type of
business since 1968, and its initial public offering of common stock was made in
1986. IFR's fiber optics test equipment products are manufactured and marketed
by its wholly owned subsidiary, Photon Kinetics, Inc. ("PK"). PK is
headquartered in Beaverton, Oregon. On June 21, 1995, IFR purchased
substantially all of the assets of York Technology, Ltd., a company incorporated
in England, and York Technology, Inc., a New Jersey corporation, (collectively
"York"), as well as the real estate and building previously leased by York
Technology, Ltd. This acquisition was made with a combination of cash and notes.
York is a leading manufacturer of fiber optics test equipment and was a
competitor of PK. For additional information concerning the terms and accounting
for this acquisition, see Note 2 to "Notes to Consolidated Financial Statements"
contained on page 17 of IFR's 1995 annual report to shareholders, which is
incorporated herein by reference.
IFR's communications service monitors are used to test and maintain radio
products, including pagers, scanners, military comm-transceivers, and cellular,
land mobile, marine and citizens band radios. Service monitors test mobile
radio equipment for proper frequency transmission, signal modulation and power
output. The principal end users of communications service monitors are original
equipment manufacturers, service and repair companies, government agencies, and
users of mobile radio equipment.
IFR's portable spectrum analyzers (test and measurement) measure the
amplitude of various frequency components in transceivers and other radio
frequency devices. IFR targets these products for original equipment
manufacturers, service and repair companies, and educational institutions.
IFR's avionics test instruments consist of portable and stationary
precision simulators which duplicate airborne conditions to test the
communications, weather radar, and instrument landing and navigational systems
installed in aircraft and ground stations. IFR's precision simulators are used
to test the avionics electronics systems in commercial, military, and general
aviation aircraft. The principal end users of such precision simulators are
general aviation service and repair companies, commercial airlines,
manufacturing firms, and the federal government.
IFR's fiber optic test instruments consist of portable and stationary units
which are used to test and verify specific parameters of optical fibers. These
products are used by telephone companies, installers of voice/data
communications networks, cable television operators, utilities, contractors,
fiber manufacturers, and the military. IFR also manufactures certain machine
parts and purchases electronic components for assembly into finished test
instruments.
IFR is engaged in research and development in order to update and replace
products with new models and to develop additional products. Research and
development expenditures were $7,892,000, $7,505,000 and $6,107,000 for 1995,
1994, and 1993, respectively. IFR's product development is directed toward
identifying and filling niche markets and toward the product markets where IFR
believes better growth opportunities exist, as well as providing for periodic
introduction of new or enhanced products for all markets served by IFR's
products.
IFR is not engaged in any significant customer-sponsored research and
development. IFR owns no significant patents or product licenses and believes
these are not significant factors in its business or the test and measurement
industry generally. Although IFR believes alternative sources of supply could be
developed, certain components are presently available from only one supplier.
During the past year, supplies were generally adequate and lead times
acceptable.
2
MARKETING AND COMPETITION
IFR operates in one dominant industry segment--the electronic test and
measurement industry. IFR's product line includes approximately 40 separate
product models which are marketed through various channels, including
independent distributors, commissioned representatives, and factory-direct sales
personnel. Customers include commercial businesses, the military, and certain
government agencies throughout the world. General demand for electronics test
and measurement products is not considered to be highly seasonal. However, test
instruments generally are a capital budget expenditure for commercial and
government agency customers, and purchases may be foregone or postponed during
periods of economic slump and tight budgets.
In addition to general economic conditions, economic conditions affecting
particular industries may affect demand for IFR's products. Sales of IFR's
avionics test products have been adversely affected for the past several years
as a result of the financial position of the commercial airlines and the
prolonged suspension, for more than five years, of production of light aircraft
for the general aviation market by all major manufacturers, including Cessna
Aircraft and Beech Aircraft. Congress recently enacted a law reducing the
period of products liability exposure on aircraft to 18 years, which is expected
to renew manufacturer's interest in production of light aircraft, which would
improve market conditions for IFR avionics test instruments. The group of
products manufactured by IFR's subsidiaries, PK and York, for fiber optics
testing are used primarily in the telecommunications industry, and sales are
affected by capital acquisitions budget priorities of telecommunications
companies, such as the regional Bell telephone companies.
IFR has maintained a portion of its business in military contracting. Over
the past 5 years the percentage of total revenues from sales to the military
have ranged from a high of 21.6% in 1995 to a low of 8.3% in 1992. IFR's only
significant military contract during fiscal 1995 and continuing in fiscal 1996
is a contract with the U.S. Army to supply test instruments and instruction
manuals for the Single Channel Ground and Airborne Radio System ("SINCGARS").
SINCGARS is a technically sophisticated radio system designed to prevent enemy
interception and monitoring of Army field communications. As of June 30, 1995,
there remains a backlog of approximately $18 million in orders under the
SINCGARS contract. Shipments are expected to total approximately $11 million in
fiscal 1996 with the remainder into fiscal 1997. Military contracts generally
provide an opportunity to diversify the customer base, but typically involve
lower margins than commercial sales to private industry. IFR expects to
continue to make military sales on a selective basis but has no present plans to
materially increase its military contracting.
IFR's products are marketed to a diverse customer base and no single
product line is a predominant factor in determining revenues and profits.
Except for the SINCGARS contract with the U.S. Army, backlog orders are not
material because most orders are in smaller quantities or on terms that allow
the customer to cancel or delay delivery without significant penalty. IFR
typically is able to meet its delivery schedules without maintaining large
inventories of completed goods and its customers generally do not require
extended payment terms. The ability to fund working capital requirements for
inventory and receivables financing is not a material factor affecting
competition in the industry.
IFR competes with numerous companies, foreign and domestic, many of which
have greater financial, marketing, and technical resources than IFR. The
principal competitors are domestic U.S. companies and competition is based
primarily on product quality, technological innovation, and customer service,
and IFR believes it is an effective competitor in these areas.
Financial information concerning export sales is incorporated herein by
reference from Note 7 of the "Notes to Consolidated Financial Statements"
contained on page 21 of IFR's annual report to shareholders for the year ended
June 30, 1995.
3
EMPLOYEES
IFR presently employs approximately 780 persons, approximately 600 of whom
are employed at the corporate offices and manufacturing plant in Wichita,
Kansas, and 120 of whom are employed at Photon Kinetics' offices and
manufacturing plant in Beaverton, Oregon. Approximately 50 persons are employed
at York Technology's office and manufacturing plant in England and approximately
10 persons are employed at York Technology's office and manufacturing plant in
New Jersey. Management believes employee relations are satisfactory. None of
IFR's employees is currently represented by any collective bargaining unit.
REGULATION
IFR is subject to laws and regulations affecting manufacturers and
employers generally and to certain Federal Communications Commission regulations
that affect equally all suppliers of similar products, and are not considered a
material factor in the Company's competitive position. Compliance with federal,
state, and local provisions which have been enacted or adopted regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment should not have a material effect upon IFR's
capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
IFR occupies buildings of construction appropriate for electronic assembly.
IFR occupies approximately 156,000 square feet on a fifteen acre plant site near
Wichita, Kansas, including a pre-engineered metal building containing
approximately 80,000 square feet which was constructed in 1989. The plant
addition and approximately nine acres of the plant site upon which it is
situated are leased, as described more fully in Note 3 of the "Notes to
Consolidated Financial Statements" contained on pages 18 and 19 of IFR's annual
report to shareholders for the year ended June 30, 1995, incorporated herein by
reference. IFR owns a metal building system containing approximately 76,000
square feet and approximately six acres of the Wichita, Kansas plant site.
IFR also occupies approximately 46,000 square feet of a plant site located
in Beaverton, Oregon, which is leased through an operating lease arrangement
which expires in December, 1999, and approximately 24,000 square feet of a plant
site located in Chandlers Ford, England, which is financed through a bank loan
secured by the property, payable over a period of 15 years.
IFR believes that at June 30, 1995, it is operating significantly below
capacity and that its present facilities will be adequate to meet its capacity
demand for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
IFR is not a party to any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of IFR's security holders during the
fiscal quarter ended June 30, 1995
4
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The market information and the approximate number of holders of IFR's
common stock required by Item 5 are incorporated herein by reference from
"Market Price Data" contained on page 11 of IFR's annual report to shareholders
for the year ended June 30, 1995.
No cash dividends were paid during the fiscal years ended June 30, 1994 and
June 30, 1995. IFR's Board of Directors will review the appropriateness of
future dividend payments based on IFR's cash requirements and performance.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference from
the "Performance Highlights" contained on page 1 of IFR's annual report to
shareholders for the year ended June 30, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference from
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained on pages 9 through 11 of the IFR's annual report to
shareholders for the year ended June 30, 1995.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of IFR, included at pages
12 through 23 in IFR's annual report to shareholders for the year ended June 30,
1995, are incorporated herein by reference:
Consolidated Balance Sheets as of June 30, 1995 and 1994.
Consolidated Statements of Income for the years ended June 30, 1995, 1994,
and 1993.
Consolidated Statements of Shareholders' Equity for the years ended June
30, 1995, 1994, and 1993.
Consolidated Statements of Cash Flows for the years ended June 30, 1995,
1994, and 1993.
Notes to Consolidated Financial Statements.
Report of Independent Auditors
The supplementary financial information required by Item 8 is incorporated
herein by reference from "Quarterly Financial Data" contained on page 9 of IFR's
annual report to shareholders for the year ended June 30, 1995.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of all executive officers of IFR and all positions and
offices held by each of them are as follows:
Name and Age Offices Held
------------ ------------
Alfred H. Hunt, III, 59 Vice Chairman, President and
Chief Executive Officer
Bruce C. Bingham, 62 Treasurer and Chief Financial
Officer
Each of said officers serves for a term of one year or until his successor
has been duly elected by the Board of Directors. There are no family
relationships between said officers and/or any director of the Company, and
there are no arrangements or understandings between any officer and any other
person pursuant to which he was elected as an officer.
The business experience during the last five years of each of said
executive officers of the IFR is as follows:
Alfred H. Hunt, III has been employed by IFR for more than the past five
years. Mr. Hunt became Vice President and General Manager in 1971, a
director in 1971, President in 1983, Chief Executive Officer in 1985, and
Vice Chairman in 1990.
Bruce C. Bingham has been employed by IFR for more than the past five
years. Mr. Bingham was elected Treasurer in 1988 and he was Controller
from 1981 until 1988.
The other information required by Item 10, concerning directors of IFR, is
incorporated herein by reference from "Election of Directors" contained in IFR's
proxy statement for the November 10, 1995 annual meeting of shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
from "Election of Directors" and "Compensation of Executive Officers"
contained in IFR's proxy statement for the November 10, 1995 annual meeting of
shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference
from "Outstanding Shares" and "Election of Directors" contained in IFR's proxy
statement for the November 10, 1995 annual meeting of shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference
from "Certain Relationships" contained in IFR's proxy statement for the November
10, 1995 annual meeting of shareholders.
6
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following financial statements of IFR, included in IFR's annual
report to shareholders for the year ended June 30, 1995, are incorporated by
reference in Item 8 of this report:
Consolidated Balance Sheets as of June 30, 1995 and 1994
Consolidated Statements of Income for the years ended June 30, 1995, 1994,
and 1993
Consolidated Statements of Shareholders' Equity for the years ended June
30, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended June 30, 1995,
1994, and 1993
Notes to Consolidated Financial Statements
Report of Independent Auditors
(a)(2) The supplementary financial information included in IFR's annual
report to shareholders for the year ended June 30, 1995 under the caption
"Quarterly Financial Data" is incorporated by reference in Item 8 of this
report. The following financial statement schedules of IFR are included in this
report in response to Item 14(d):
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.
(a)(3) See Exhibit Index
(b) No Form 8-K was filed during the fourth quarter of the fiscal year
ended June 30, 1995.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IFR Systems, Inc.
(Registrant)
Date: September 25, 1995 By /s/ Alfred H. Hunt, III
-----------------------
Alfred H. Hunt, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: September 25, 1995 By /s/ Alfred H. Hunt, III
-----------------------
Alfred H. Hunt, III,
Director, President, and Chief
Executive Officer (Principal Executive
Officer)
Date: September 25, 1995 By /s/ Ralph R. Whitney, Jr.
-------------------------
Ralph R. Whitney, Jr.,
Chairman of the Board of Directors
Date: September 25, 1995 By /s/ Wilton W. Cogswell, III
---------------------------
Wilton W. Cogswell, III,
Director
Date: September 25, 1995 By /s/ Donald L. Graf
------------------
Donald L. Graf,
Director
Date: September 25, 1995 By /s/ Paul E. Reinken
-------------------
Paul E. Reinken,
Director
Date: September 25, 1995 By /s/ John V. Grose
-----------------
John V. Grose
Director
Date: September 25, 1995 By /s/ Oscar L. Tang
-----------------
Oscar L. Tang,
Director
Date: September 25, 1995 By /s/ Bruce C. Bingham
--------------------
Bruce C. Bingham,
Treasurer (Principal Financial and
Accounting Officer)
--
8
EXHIBIT INDEX
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
2.1 Acquisition Agreement for York *
Technology, Inc. dated June 21, 1995.
(Incorporated by reference to
Exhibit 2.1 to the Company's Form
8-K dated July 6, 1995,
File No. 0-14224)
2.2 Acquisition Agreement for York *
Technology, Ltd. dated June 21, 1995
(Incorporated by reference to
Exhibit 2.2 to the Company's Form
8-K dated July 6, 1995,
File No. 0-14224)
2.3 Building transfer agreement with TKM *
Group Pension Trust Limited dated
June 21, 1995. (Incorporated by
reference to Exhibit 2.3 to the
Company's Form 8-K dated July 6,
1995, File No. 0-14224)
2.4 Supplemental Agreement dated June *
29, 1995. (Incorporated by reference
to Exhibit 2.4 to the Company's Form 8-K
dated July 6, 1995, File No. 0-14224)
3.1 Certificate of Amendment of *
Certificate of Incorporation of
IFR Systems, Inc. (the "Company")
dated February 27, 1989.
(Incorporated by reference to
Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1989,
File No. 0-14224).
3.2 Certificate of Amendment of *
Certificate of Incorporation
of the Company dated January 15, 1987.
(Incorporated by reference to
Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1987,
File No. 0-14224).
3.3 Certificate of Incorporation of *
the Company. (Incorporated by
reference to Exhibit 3.1 to the
Company's Registration Statement
on Form S-1 filed December 12,
1985, Reg. No. 33-2122).
3.4 By-Laws of the Company. *
(Incorporated by reference to
Exhibit 3.3 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1987,
File No. 0-14224).
9
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
3.5 Amendment to By-Laws of the *
Company adopted January 26, 1990.
(Incorporated by reference to
Exhibit 3.5 to the Company's Annual
Report on Form 10-K for the year
ended June 30, 1990, File No. 0-14224).
4.1 Specimen certificate representing *
common stock of the Company.
(Incorporated by reference to
Exhibit 4.1 to Amendment No. 2 to
the Company's Registration
Statement on Form S-1 filed
January 17, 1986, Reg. No. 33-
2122).
4.2 Article II of the Certificate *
of Incorporation of the Company,
as amended by the Certificate
of Amendment of Certificate of
Incorporation of the Company
dated January 15, 1987. (Included
in Exhibit 3.2).
4.3 Articles I, III, and VII of the *
Certificate of Incorporation of
the Company. (Included in
Exhibits 3.1 and 3.3).
4.4 Articles 2, 3, and 5 of *
the By-Laws of the Company.
(Included in Exhibit 3.4).
4.5 Rights Agreement between the *
Company and Harris Trust & Savings
Bank dated as of February 28, 1989.
(Incorporated by reference to
Exhibit 4.5 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1989,
File No. 0-14224).
4.6 Form of Rights Certificate of the *
Company. (Included in Exhibit 4.5).
4.7 IFR Systems, Inc. 1992 Nonqualified *
Stock Option Plan (Incorporated by
reference to Exhibit 4(a) to the Company's
Registration Statement on Form S-8
filed January 8, 1993, Reg. No. 33-56862)
4.8 Form of Option Agreement for IFR Systems, *
Inc. 1992 Nonqualified Stock Option Plan
(Incorporated by reference to Exhibit
4(b) to the Company's Registration
Statement on Form S-8 filed January 8,
1993, Reg. No 33-56862)
10
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
10.1 Description of Incentive Bonus *
Plan for Management of
the Company. (Incorporated by
reference from page 10 of the 1993
Proxy Statement as filed on September
8, 1993, File No. 0-14224).
10.2 Amended Incentive Stock Option *
Plan of the Company.
(Incorporated by reference to
Exhibit 10.10 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1987,
File No. 0-14224).
10.3 Form of Termination Agreement *
between the Company and Alfred
H. Hunt, III. (Incorporated by
reference to Exhibit 10.3 to
the Company's Annual Report on
Form 10-K for the year ended
June 30, 1989, File No. 0-14224).
10.4 IFR Systems, Inc. Employees' *
Profit Sharing Plan.
(Incorporated by reference to
Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the
year ended June 30, 1990,
File No. 0-14224).
10.5 Amended and Restated Trust *
Agreement IFR Systems, Inc.
Employees' Profit Sharing Plan.
(Incorporated by reference to
Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the
year ended June 30, 1990,
File No. 0-14224).
10.6 Restricted Stock Grant Plan of the *
Company. (Incorporated by reference
to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the Year ended
June 30, 1989, File No. 0-14224)
10.7 1988 Incentive Stock Option Plan of *
the Company. (Incorporated
by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1989,
File No. 0-14224).
11
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
10.8 Form of Indemnity Agreement entered *
into between the Company and its
directors and certain of its officers
as of February 27, 1989. (Incorporated
by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1989,
File No. 0-14224).
10.9 Lease between the Company and the City *
of Goddard, Kansas dated as of May 1,
1989. (Incorporated by reference to
Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the year ended
June 30, 1989, File No. 0-14224).
10.10 Guaranty Agreement between the Company *
and BANK IV Wichita, National Association,
dated as of May 1, 1989. (Incorporated
by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1989,
File No. 0-14224).
10.11 IFR Systems, Inc. Outside Director *
Compensation, Stock Option, and
Retirement Plan. (Incorporated by
reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1990,
File No. 0-14224).
11 Statement re: computation of per share
earnings.
13.1 The Company's 1995 Annual Report
to Shareholders.
23.0 Consent of Ernst & Young LLP
* Document has been previously filed with the Securities and Exchange Commission
and is incorporated herein by reference and made a part hereof.
12
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
- -----------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL C. COL. D COL. E
- -----------------------------------------------------------------------------------------------------------------------------
ADDITIONS
- -----------------------------------------------------------------------------------------------------------------------------
Balance at
Beginning Charged to Costs Charged to Other
DESCRIPTION of Period and Expenses Accounts-- Deductions-- Balance at End
Describe Describe (1) of Year
- -----------------------------------------------------------------------------------------------------------------------------
Year ended June 30,1995:
Allowance for doubtful accounts
(deducted in balance sheet from
accounts receivable) $240,722 $280,000 -- $48,341 $472,381
Year ended June 30,1994:
Allowance for doubtful accounts
(deducted in balance sheet from
accounts receivable) 355,222 85,000 -- 199,500 240,722
Year ended June 30,1993:
Allowance for doubtful accounts
(deducted in balance sheet from
accounts receivable) 335,222 20,000 -- -- 355,222
<FN>
Note 1: Uncollectible accounts receivable charged off, less recoveries.