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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[x ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 1, 1998 to March 31, 1999
Commission File Number 0-14224
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 48-1197645
(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:
Common Stock, $.01 par value
(Title of class)
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
1943 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
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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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 7, 1999 was approximately $34,961,626 (based on the
June 7, 1999 closing price of $4.25 per share). As of June 7, 1999, there
were 8,226,265 shares of Registrant's common stock outstanding.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The conformed signature on the Report of Independent Auditors was
inadvertently omitted. The signed Report of Independent Auditors is attached.
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Report of Independent Auditors
Board of Directors
IFR Systems, Inc.
We have audited the accompanying consolidated balance sheets of IFR Systems,
Inc. as of March 31, 1999 and June 30, 1998, and the related consolidated
statements of operations, shareholders' equity and cash flows for the nine
months ended March 31, 1999 and for each of the two years in the period ended
June 30, 1998. Our audits also included the financial statement schedule
listed in the Index at Item 14(a). These financial statements and schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of IFR Systems,
Inc. at March 31, 1999 and June 30, 1998, and the consolidated results of its
operations and its cash flows for the nine months ended March 31, 1999 and
for each of the two years in the period ended June 30, 1998, in conformity
with generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Ernst & Young LLP
Indianapolis, Indiana
June 25, 1999,
except for Note 12, as to which the date is
June 29, 1999
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
EXHIBIT NO. DESCRIPTION
23.0 Consent of Ernst & Young LLP
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.
June 29, 1999 By /s/ Jeffrey A. Bloomer
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JEFFREY A. BLOOMER
EXECUTIVE VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
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Exhibit 23.0
IFR Systems, Inc.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the IFR Systems, Inc.
Registration Statement 33-27329 on Form S-8 of the Restricted Stock Grant
Plan dated March 2, 1989, Registration Statement 33-27330 on Form S-8 of the
Incentive Stock Option Plan dated March 2, 1989, Registration Statement
33-32060 on Form S-8 of the Outside Director Compensation, Stock Option and
Retirement Plan dated November 14, 1989, Registration Statement 33-56862 on
Form S-8 of the Nonqualified Stock Option Plan dated January 8, 1993,
Registration Statement 333-18649 on Form S-3 relating to the registration of
common shares dated December 23, 1996, and Registration Statement 333-52911
on Form S-8 pertaining to the 1996 Incentive Stock Option Plan dated May 18,
1998 of our report dated June 25, 1999 (except for Note 12, as to which the
date is June 29, 1999), with respect to the consolidated financial statements
and schedule of IFR Systems, Inc. included in the Annual Report on Form 10-K
for the transition period from July 1, 1998 to March 31, 1999.
/s/ Ernst & Young LLP
Indianapolis, Indiana
June 29, 1999
