Axsys Technologies Acquires Cineflex Camera Systems.Conference Call Scheduled for April 13, 2007 at 10:00 am ET ROCKY HILL Rocky Hill, town (1990 pop. 16,554), Hartford co., central Conn., a suburb of Hartford, on the Connecticut River; settled c.1650, inc. 1843. Chemical coatings and synthetic textiles are made there. Rocky Hill was an important river port from 1700 to 1820. , Conn. -- Axsys Technologies, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AXYS) today announced that it has acquired substantially all of the assets of Cineflex LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a privately held manufacturer of high-precision gyro-stabilized aerial camera systems, for $27 million in cash, with possible additional cash consideration to be paid upon the attainment of certain revenue targets fixed largely over the next 36 months. Cineflex is a technology leader in the design and manufacture of highly stable, multi-sensor, multi-axis surveillance platforms serving customers in federal and local government, and in the motion picture and electronic news gathering industries. A pioneer in high-definition aerial surveillance technology, Cineflex develops ultra-stable camera systems for applications such as long range license plate identification and the observation of suspected criminals. The unique ability of Cineflex's products to track targets from great distances led to its extensive use for animal photography in the recent BBC/Discovery HD production, "Planet Earth." Cineflex employs approximately 25 people at its Grass Valley, California Grass Valley is a city in Nevada County, California, United States. The population was 10,922 at the 2000 census. Geography Grass Valley is located at (39.219215, -121.058414)GR1. headquarters. Total unaudited revenue for the 2006 calendar year was $8.7 million with operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. of approximately 25%. "This acquisition brings critical, high-value technology to Axsys, and opens the door to significant new markets," said Stephen W. Bershad, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Axsys Technologies. "Camera system stabilization is essential in airborne and seaborne sea·borne adj. 1. Conveyed by sea; transported by ship. 2. Carried on or over the sea. seaborne Adjective 1. carried on or by the sea 2. surveillance and reconnaissance applications, and Cineflex's technology is state-of-the-art. By combining Cineflex's products and capabilities with Axsys' expertise in visible and infrared lenses and cameras, Axsys will reinforce its position as the technology leader in the industry. This highly synergistic transaction is expected to generate $11 million in revenue for Axsys during 2007 and will be moderately accretive to earnings after taking into account incremental Additional or increased growth, bulk, quantity, number, or value; enlarged. Incremental cost is additional or increased cost of an item or service apart from its actual cost. amortization resulting from merger accounting." John Coyle John D. Coyle (born March 24, 1970) is a Canadian Business Consultant. Coyle started his career with Dundee United for whom he signed in 1950. His early years were interrupted by his National Service, while he also spent time on loan to Brechin City. , founder of Cineflex and co-owner, added, "The entire Cineflex team is excited to be joining Axsys Technologies. The technical fit could not be better, and Axsys' strong reputation as a leading vertically integrated supplier of surveillance solutions among defense and homeland security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security Department of Homeland Security executive department - a federal department in the executive branch of the government of the United States customers worldwide is sure to accelerate the growth of our gyro-stabilized camera business. Together we will clearly be a powerful force in the industry." "Cineflex customers are astounded a·stound tr.v. a·stound·ed, a·stound·ing, a·stounds To astonish and bewilder. See Synonyms at surprise. [From Middle English astoned, past participle of astonen, by the stunning images produced by our company's camera systems," continued Alan Purwin, co-owner of Cineflex. "As part of the Axsys team, we intend to accelerate the adoption of this important technology by force protection, homeland security, and first-responder customers worldwide." Strategic Highlights: * Significantly enhances Axsys' market position as a leading supplier of vertically integrated surveillance systems to defense and homeland security customers. * Marries Cineflex's multi-axis stabilization technology with Axsys' optics and camera technologies, enabling the development of high-performance, military-grade airborne systems, opening a large new market for both companies. * Vertically integrates the Cineflex multi-sensor camera system with its largest cost driver, the Axsys infrared camera. * Presents new opportunities for Axsys optical products in the motion picture and electronic news gathering industries by leveraging Cineflex's strong reputation in those markets. * Directly supports Axsys' strategy to leverage its optics and motion-control capabilities to increase the value-added content of its solutions. Financial Highlights: * Acquisition is structured as an asset purchase. * Initial transaction consideration of $27 million in cash. * Incremental contingent cash payments of up to $42.5 million are possible if certain revenue targets are exceeded as part of a three-year earn-out agreement. * A second contingent payment of up to 10% of all revenues recognized from multi-year orders in backlog at the end of the earn-out period is possible if revenues in the fourth year from the acquisition date exceed $40 million. * Transaction financed with cash on hand and borrowings under a revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility. Conference Call Management will conduct a conference call to discuss the acquisition on Friday, April 13, 2007 at 10:00 am ET. Shareholders, institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. and equity research analysts are invited to participate in the call by dialing 1-866-356-3377 and entering conference pass code 57151357. The conference call will be webcast live via the Investor Relations Investor relations The process by which the corporation communicates with its investors. section of the Company's web site at www.axsys.com. A replay of the webcast will be available shortly after the conclusion of the call for a period of approximately 90 days. About Axsys Axsys Technologies, Inc. is a vertically integrated supplier of precision optical solutions for high technology applications, serving the aerospace, defense and high performance commercial markets. For more information, visit www.axsys.com. This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words such as "expect," "anticipate," "plan," "may," "will," "estimate" or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors, which could cause actual results to differ materially, are described in Axsys' reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and Form 10-Q Form 10-Q See 10-Q. on file with the Securities and Exchange Commission, including without limitation: changes in the U.S. federal government spending Government spending or government expenditure consists of government purchases, which can be financed by seigniorage, taxes, or government borrowing. It is considered to be one of the major components of gross domestic product. priorities; the Company's ability to compete in the industries in which it operates, including the introduction of competing products or technologies by other companies and/or pricing pressures from competitors and/or customers; the potential for the Company's backlog to be reduced or cancelled; the Company's ability to implement its acquisition strategy and integrate its acquired companies successfully, including the acquisition of Cineflex; the Company's ability to manage costs under the Company's fixed-price contracts effectively; and changes in general economic and business conditions. These statements reflect the Company's current beliefs and are based upon information currently available to Axsys. Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time, and we specifically disclaim any obligation to update these statements. |
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