UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
| FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005 Commission File Number 1-134 |
| CURTISS-WRIGHT CORPORATION |
| (Exact name of Registrant as specified in its charter) |
| Delaware | 13-0612970 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4 Becker Farm Road Roseland, New Jersey | 07068 |
| (Address of principal executive offices) | (Zip Code) |
| (973) 597-4700 | |
| (Registrant’s telephone number, including area code) | |
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 and (2) has been subject to such filing requirements for the past 90 days.
Yes S No £
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes S No £
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, par value $1.00 per share: 21,674,511 shares (as of July 29, 2005).
Page 1 of 36
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES TABLE of CONTENTS Page 2 of 36 PART I – FINANCIAL INFORMATION CURTISS-WRIGHT CORPORATION and SUBSIDIARIES See notes to consolidated financial statements Page 3 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES See notes to consolidated financial statements Page 4 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES See notes to consolidated financial statements Page 5 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES See notes to consolidated financial statements Page 6 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 7 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 8 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 9 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 10 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 11 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 12 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 13 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 14 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 15 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 16 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 17 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Adjustments to reconcile to earnings before income taxes: Page 18 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 19 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES FORWARD-LOOKING INFORMATION Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain “forward-looking” information. Examples of forward-looking information include, but are not limited to, (a) projections of or statements regarding return on investment, future earnings, interest income, other income, earnings or loss per share, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, and (d) statements of assumptions, such as economic conditions underlying other statements. Such forward-looking information can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results described by the forward-looking information will be achieved. Such statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking information. Such statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in (a) Item 1. Financial Statements and (b) Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Important factors that could cause the actual results to differ materially from those in these forward-looking statements include, among other items, the Corporation’s successful execution of internal performance plans; performance issues with key suppliers, subcontractors, and business partners; the ability to negotiate financing arrangements with lenders; legal proceedings; changes in the need for additional machinery and equipment and/or in the cost for the expansion of the Corporation’s operations; ability of outside third parties to comply with their commitments; product demand and market acceptance risks; the effect of economic conditions; the impact of competitive products and pricing; product development, commercialization, and technological difficulties; social and economic conditions and local regulations in the countries in which the Corporation conducts its businesses; unanticipated environmental remediation expenses or claims; capacity and supply constraints or difficulties; an inability to perform customer contracts at anticipated cost levels; changing priorities or reductions in the U.S. Government defense budget; contract continuation and future contract awards; U.S. and international military budget constraints and determinations; the factors discussed under the caption “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004; and other factors that generally affect the business of companies operating in the Corporation’s markets and/or industries. The Corporation assumes no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements. Page 20 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES COMPANY ORGANIZATION The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves. Based on this approach, the Corporation has three reportable segments: Flow Control, Motion Control, and Metal Treatment. The Flow Control segment primarily designs, manufactures, distributes, and services a broad range of highly engineered flow-control products. These products are for severe service military and commercial applications including power generation, oil and gas, and general industrial. The Motion Control segment primarily designs, develops, and manufactures high-performance mechanical systems, drive systems, embedded computing solutions, and electronic controls and sensors for the defense, aerospace, and general industrial markets. Metal Treatment provides a variety of metallurgical services, principally shot peening, laser peening, heat treating, and coatings, for various industries, including military and commercial aerospace, automotive, construction equipment, oil and gas, power generation, and general industrial. RESULTS of OPERATIONS Analytical definitions Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental,” “base,” and “organic” are used to explain changes from period to period. “Incremental” references are defined as the current period results of acquisitions included in the Corporation’s results of operations for which no prior period results exist. Therefore, the results of operations for acquisitions are “incremental” for the first twelve months from the date of acquisition. For quarterly reporting purposes, acquisitions are segregated from the results of the Corporation’s other businesses for a full year, or in the more likely event of a mid-quarter acquisition, 5 quarters. For year to date reporting purposes, acquisitions remain segregated for two years. The remaining businesses are referred to as the “base” businesses, and operations of the base businesses are referred to as “organic.” An acquisition is considered base when the reporting period includes fully comparable current and prior period data. Therefore, for the three months and six months ended June 30, 2005, our organic growth excludes the seven acquisitions completed since March 31, 2004, and the twelve acquisitions completed since January 1, 2004, respectively. Three months ended June 30, 2005 Sales for the second quarter of 2005 totaled $283.2 million, an increase of 27% from sales of $222.4 million for the second quarter of 2004. New orders received for the current quarter of $284.9 million were up 37% over new orders of $208.1 million for the second quarter of 2004. Acquisitions made since March 31, 2004 contributed $44.5 million in incremental new orders received in the second quarter of 2005. Backlog increased 18% to $740.6 million at June 30, 2005 from $627.7 million at December 31, 2004. The acquisition made during 2005 represented $48.3 million of the backlog at June 30, 2005. Approximately 70% of our backlog is from military business. Page 21 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Sales for the second quarter of 2005 as compared to the same period last year benefited from the acquisitions since March 31, 2004, which contributed $31.6 million in incremental sales (or 52% of the overall increase) in the second quarter of 2005. The sales for the second quarter of 2005 also benefited from overall organic growth of 12%, with double digit organic growth experienced in all three segments. The Corporation experienced organic growth in nearly all of its markets, primarily driven by sales to the commercial aerospace and oil and gas markets. Commercial aerospace original equipment manufacturer (“OEM”), spares, and repair and overhaul revenues were up at our Motion Control and Metal Treatment segments, contributing $7.2 million to the increase over the second quarter of 2004. The Flow Control segment’s coker valve product continued to penetrate the oil and gas market, and contributed significantly to the Corporation’s $7.1 million growth in this market. Sales of embedded computing systems from our Motion Control segment was the largest contributor to the $4.9 million increase in the defense aerospace market while Metal Treatment services provided to the automotive industry drove revenue growth of $4.0 million in that market. In addition, foreign currency translation favorably impacted sales by $2.1 million for the quarter ended June 30, 2005, compared to the prior year period. Operating income for the second quarter of 2005 totaled $33.2 million, an increase of 31% from operating income of $25.4 million for the same period last year. The increase is primarily attributable to the higher sales volumes, favorable sales mix, and previously implemented cost reduction initiatives, which resulted in 24% overall organic operating income growth. All three segments realized organic operating income growth in excess of 20%, led by the Flow Control segment at 28%. In addition, acquisitions since March 31, 2004 contributed $1.1 million in incremental operating income in the second quarter of 2005. General and administrative costs increased $8.7 million for the three months ended June 30, 2005 primarily due to the acquisitions since March 31, 2004, which comprised $6.0 million of the increase period over period. The remaining increase is due to added infrastructure necessary to support our business growth. Research and development costs increased $3.8 million, mainly due to acquisitions, which represented $2.1 million of the increase. The reallocation of engineering resources from program specific development work has been the primary driver behind the remaining increase. The higher segment operating income was partially offset by additional pension expense for the second quarter of 2005 of $0.5 million due to additional service costs resulting from the acquisitions and slightly lower investment returns. Foreign currency translation had a favorable impact of $0.3 million on operating income for the second quarter of 2005, as compared to the prior year period. Net earnings for the second quarter of 2005 totaled $17.9 million, or $0.82 per diluted share, which represents an increase of 25% over the net earnings for the second quarter of 2004 of $14.3 million, or $0.67 per diluted share. Higher segment operating income in the second quarter of 2005 of $8.5 million more than offset the Corporation’s higher pension expense and interest expense as compared to the second quarter of 2004. The higher interest expense for the second quarter of 2005 was due to higher debt levels associated with the funding of the Corporation’s acquisition program and higher interest rates. Page 22 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Six months ended June 30, 2005 Sales for the first six months of 2005 increased 24% to $541.7 million, as compared to $437.4 million for the same period last year. New orders received for the first six months of $610.8 million, were up 38% over new orders of $443.5 million for the first six months of 2004. Acquisitions made in 2004 and 2005 contributed $89.8 million in incremental new orders received in the first six months of 2005. Acquisitions made in 2004 and 2005 contributed $67.4 million in incremental sales (or 65% of the total increase) for the six months ended June 30, 2005. Sales for the first six months of 2005 also benefited from overall organic growth of 8%. The organic growth was driven by our Metal Treatment, which experienced organic growth of 13% followed by our Motion Control and Flow Control segments at 8% and 5%, respectively, for the first six months of 2005 over the prior year periods. In our base businesses, higher sales to the commercial aerospace, oil and gas, and automotive markets contributed $12.1 million, $9.6 million, and $8.1 million, respectively, to the organic growth. Commercial aerospace sales were driven by higher OEM revenue from the Metal Treatment and Motion Control segments for shot-peening work performed on Airbus wing skins and Boeing actuator production, respectively. Increased sales to the oil and gas market were primarily due to the Flow Control segment’s coker valve, while metal treatment services provided to the automotive industry was the most significant factor to that market’s growth. Favorable foreign currency translation also positively impacted sales for the first six months of 2005 by $4.3 million, as compared to the same period last year. Operating income for the first six months of 2005 increased to $60.7 million, up 20% over the $50.6 million from the same period last year. The increase is primarily due to the higher sales volumes, favorable mix, and previously implemented cost reduction initiatives. Additionally, the increase included a $2.8 million gain on the sale of our Fairfield property. Higher operating income from our base businesses, which increased 17% for the first six months of 2005, was driven by strong organic growth in our Metal Treatment and Motion Control segments of 17% and 15%, respectively, over the prior year period. Operating income from the base businesses within our Flow Control segment increased 6% as compared to the prior year period. General and administrative costs increased $16.9 million for the six months ended June 30, 2005 mainly due to the acquisitions in 2004 and 2005, which comprised $13.1 million of the increase period over period. The remaining increase is due to added infrastructure necessary to support our business growth. Research and development costs increased $5.8 million, primarily due to acquisitions, which represented $5.6 million of the increase. The higher segment operating income was partially offset by higher pension expense of $0.9 million for the six months ended June 30, 2005 over the comparable prior year period. Foreign currency translation had a favorable impact of $0.7 million on operating income for the first six months of 2005, as compared to the prior year period. Net earnings for the first six months of 2005 totaled $32.5 million, or $1.49 per diluted share, representing an increase of 8% over net earnings of $29.9 million, or $1.40 per diluted share for the first six months of 2004. Net earnings for the first six months of 2004 included a one-time tax benefit of $1.5 million resulting from a change in legal structure of one of our subsidiaries. The improvements were partially offset by higher interest expense of $2.4 million, net of tax, in the first half of 2005, which is associated with debt incurred to fund our acquisition program and from higher interest rates. Page 23 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Segment Operating Performance: Flow Control The Corporation’s Flow Control segment posted sales of $114.3 million for the second quarter of 2005, an increase of 33% from $86.2 million in the second quarter of 2004, primarily due to the contribution of acquisitions since March 31, 2004, which contributed $16.6 million in incremental sales (or 59% of the overall increase) in the second quarter of 2005. Organic sales growth was 12% in the second quarter of 2005, driven primarily by a $6.9 million increase in sales to the oil and gas market, led by higher demand for our coker valve products, which accounted for 65% of the increase, due to greater customer acceptance and increased installations. Other oil and gas valve and field service revenues were up $2.4 million due to increased maintenance expenditures by refineries. Higher sales of our JP-5 valves and ball valves for use on Nimitz-class aircraft carriers and Virginia-class submarines, respectively, contributed $2.9 million of the $4.2 million increase in valve sales to the U.S. Navy. These increased sales were partially offset by lower revenues from electromechanical products to the U.S. Navy of $3.1 million due to timing of programs requiring more procurement and development in the current period and less production. Revenues from pump production decreased $6.3 million as compared to the prior year period, while development work on the U.S. Army’s electromagnetic gun increased revenues by $2.5 million and sales for secondary plant propulsion systems increased $1.6 million. Sales of this business segment also benefited from favorable foreign currency translation of $0.5 million in the second quarter of 2005 as compared to the prior year period. Page 24 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Operating income for the second quarter of 2005 was $12.8 million, an increase of 47% as compared to $8.7 million for the same period last year. Acquisitions since March 31, 2004 contributed $1.1 million of incremental operating income in the second quarter of 2005. The segment achieved organic growth of 28% due to higher sales volume, favorable sales mix, and previously implemented cost control initiatives. Sales for the first six months of 2005 were $223.7 million, an increase of 27% over the same period last year of $175.6 million. The increase was mainly due to the 2004 acquisitions, which contributed $37.4 million to this segment’s sales during the first six months of 2005. The segment also experienced organic growth of 5% in the first six months of 2005 as compared to the prior year period primarily resulting from higher sales to the oil and gas market of $9.4 million and the commercial power generation market of $1.7 million. These increases were partially offset by lower overall sales to the United States defense market of $4.3 million. Revenues derived from the oil and gas market were driven mainly by our coker valve sales, which increased $6.4 million, as the product continues to gain acceptance in the industry. Other oil and gas valve and field service revenues were up $3.0 million due to increased maintenance expenditures by refineries in the second quarter of 2005. Commercial power generation revenues are being driven by sales of control drive rod mechanisms to nuclear power plants, which increased $1.2 million period over period. Sales in this market are generally driven by customer maintenance schedules, which vary in timing and can cause fluctuations from period to period. The reduction in defense revenues was due primarily to a decline in pump and generator sales to the U.S. Navy of $15.2 million due to timing of programs requiring more procurement and development in the current period and less production. Revenues associated with these products are expected to increase in the second half of 2005 through greater production work on the CVN 21 aircraft carrier and the Virginia-class submarine. The decline in pump and generator sales were mostly offset by increased revenues from development work on the electromagnetic gun, and higher sales of valves and generic electronic products. Development work on the U.S. Army’s electromagnetic gun increased revenues by $5.0 million. The majority of the valve sales increase came from JP-5 valves and ball valves for use on Nimitz-class nuclear aircraft carriers and Virginia-class submarines, respectively, which contributed $3.8 million in additional sales. Electronic products revenues increased $2.5 million mainly from sales of generic cards. Sales also benefited from favorable foreign currency translation of $0.9 million in the first half of 2005, as compared to the same period last year. Operating income for the first six months of 2005 was $23.1 million, an increase of 21% over the same period last year of $19.1 million. The 2004 acquisitions contributed $2.5 million of incremental operating income to the first six months of 2005. The segment achieved organic growth of 6% due to higher sales volume, overall favorable sales mix, and previously implemented cost control initiatives offset by lower margins on development programs and increased development costs on new products. New orders received for the Flow Control segment totaled $127.8 million in the second quarter of 2005 and $260.5 million for the first six months of 2005, representing an increase of 80% and 40% from the same periods in 2004, respectively. Acquisitions made since March 31, 2004 contributed $35.4 million in incremental new orders received in the second quarter of 2005. Acquisitions made since January 1, 2004 contributed $57.5 million in incremental new orders for the first six months of 2005. Backlog increased 9% to $432.2 million at June 30, 2005 from $396.3 million at December 31, 2004. Page 25 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Motion Control Sales for the Corporation’s Motion Control segment improved 29% to $117.9 million in the second quarter of 2005 from $91.6 million in the second quarter of 2004. Acquisitions since March 31, 2004 contributed $15.0 million in incremental sales (or 58% of the overall increase) for the second quarter of 2005. Organic sales growth was 12% in the second quarter of 2005 mainly due to higher sales of embedded computing products to the defense aerospace market of $5.7 million, higher sales of OEM and spares products and repair and overhaul services to the commercial aerospace market of $5.0 million, and higher sales of industrial controller products of $1.8 million as compared to the prior year period. Embedded computing defense aerospace sales growth was driven by development work on the weapons bay hoist systems for the Joint Unmanned Combat Air System (“J-UCAS”) X-45 program and production work on helicopter radar warning systems, which contributed $1.3 million and $1.2 million, respectively. Commercial aerospace OEM sales increased $2.8 million with the main drivers consisting of actuation systems production for Boeing, and increased sales of data recording devices, sensor units, and control electronics. Repair and overhaul sales increased $1.4 million due to the continuing recovery of the industry, with order increases coming from domestic airlines as they perform previously deferred maintenance. Partially offsetting these increases are lower sales of F-16 spares and lower revenues from tilting train systems in Europe due to expiration of this program in 2004, each of which are down $1.3 million as compared to the second quarter of 2004. In addition, foreign currency translation favorably impacted sales for the second quarter of 2005 by $1.0 million, as compared to the prior year period. Operating income in the second quarter of 2005 was $12.7 million, an increase of 27% over operating income of $10.0 million in the second quarter of 2004. The segment’s acquisitions since March 31, 2004 did not contribute to the growth in operating income due to lower revenues due primarily to customer delivery requirements and continuing integration costs. Organic operating income growth for the segment was 26%. The increase was driven primarily by higher sales volume and previously implemented cost control initiatives. The improvement was partially offset by less favorable sales mix resulting from decreased higher margin sales, such as the F-16 spares and tilting train program, and higher development work which generate lower margins. The business segment also benefited from favorable foreign currency translation in the second quarter of 2005 of $0.1 million, as compared to the second quarter of 2004. Sales for the first six months of 2005 were $217.9 million, an increase of 25% from sales of $174.9 during the first six months of 2004, primarily due to the contribution of the 2004 and 2005 acquisitions, which contributed $28.3 million in incremental sales (or 66% of the overall increase). Organic sales growth was 8% in the first six months of 2005 as compared to 2004, mainly due to higher sales of OEM and spares products and repair and overhaul services to the commercial aerospace market of $7.4 million, higher sales of embedded computing products to the defense aerospace market of $6.4 million, higher sales of industrial controller products of $2.8 as compared to the prior year period. Commercial aerospace OEM sales increased $3.5 million with the main drivers consisting of actuation systems production for Boeing, and higher sales of our data recording devices, sensor units, and control electronics. Repair and overhaul sales increased $1.7 million due to the continuing recovery of the industry with order increases coming from domestic airlines as they perform previously deferred maintenance. Embedded computing defense Page 26 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES aerospace sales growth was driven by production work on helicopter radar warning systems and development work on the weapons bay hoist systems for the J-UCAS, which contributed $3.1 million and $1.7 million, respectively. Partially offsetting these increases are lower sales of F-16 spares of $4.0 million and lower sales of tilting train systems in Europe of $3.0 million as compared to the first six months of 2004. In addition, foreign currency translation favorably impacted sales for the first six months of 2005 by $2.0 million, as compared to the prior year period. Operating income for the first six months of 2005 was $19.1 million as compared to $18.3 million for the comparable period in 2004, an increase of 4%. The segment’s acquisitions in 2004 and 2005 experienced an incremental loss of $1.5 million for the first six months of 2005 due to lower revenues based on customer delivery requirements and integration costs of $1.0 million. Organic operating income growth for the segment was 15%, which was driven primarily by higher sales volume and previously implemented cost control initiatives. The improvement was partially offset by less favorable sales mix resulting from decreased higher margin sales, such as the F-16 spares and tilting train program, and higher development work which generate lower margins. The segment also benefited from favorable foreign currency translation in the first six months of 2005 of $0.3 million, as compared to the first six months of 2004. New orders received for the Motion Control segment totaled $105.6 million in the second quarter of 2005 and $249.0 million for the first six months of 2005, representing an increase of 14% and 47% from the same periods in 2004, respectively. Acquisitions made in 2004 and 2005 contributed $9.1 million and $30.6 million in incremental new orders received in the second quarter and first six months of 2005, respectively. Backlog increased 33% to $305.3 million at June 30, 2005 from $229.6 million at December 31, 2004. The acquisition made in 2005 represented $48.3 million of the backlog at June 30, 2005. Metal Treatment Sales for the Corporation’s Metal Treatment segment totaled $51.0 million for the second quarter of 2005, up 14% when compared with $44.6 million in the second quarter of 2004. The growth, all of which was organic, was due mainly to the strong sales growth from our global shot peening services, which contributed $5.2 million due to new programs and additional customer orders. The coatings division contributed $0.7 million to the growth, mainly from its aerospace customers. Offsetting these increases were lower laser peening sales, which were down $0.4 million from the same period of the prior year as work on fan blades for use in commercial aircraft engines winds down and the timing of new programs has moved into future periods. In addition, foreign currency translation favorably impacted sales for the second quarter of 2005 by $0.6 million, as compared to the prior year period. Operating income for the second quarter of 2005 increased 23% to $9.1 million from $7.4 million for the same period last year. Overall margin improvement was due to higher sales volume partially offset by unfavorable sales mix and higher operating costs. This segment also benefited from favorable foreign currency translation in the second quarter of 2005 of $0.2 million, as compared to the prior year period. Page 27 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Sales for the Corporation’s Metal Treatment segment totaled $100.0 million for the first six months of 2005, up 15% when compared with $86.8 million for the comparable period of 2004. Organic sales growth was 13% in the first six months of 2005, contributing $11.1 million to the increase. The organic growth was due to strong sales growth from our global shot peening services, which contributed $8.9 million due to increases in the aerospace and automotive markets. Increased shot peen forming services on wing skins for Airbus and shot peening services on Rolls-Royce engines drove the aerospace increases, while automotive work increased in Europe and the United States due to orders on new programs. The coatings division experienced organic growth of $1.0 million, also from the aerospace and automotive markets. Sales from the heat treating division were up by $0.9 million over the prior year period due to strengthening economic conditions. These gains were partially offset by a decline in laser peening sales of $1.0 million, as work on fan blades for use in commercial aircraft engines winds down and timing of new programs has moved into future periods. The 2004 acquisitions contributed $1.7 million of incremental sales in the first six months of 2005. In addition, foreign currency translation favorably impacted the sales for the first six months of 2005 by $1.4 million, as compared to the prior year period. Operating income for the first six months of 2005 increased 21% to $16.9 million from $14.0 million for the same period last year. Higher volumes in our shot peening and coatings businesses drove the improvements in operating income, offset partially by lower margin services and increased operating costs. The segment also benefited from favorable foreign currency translation in the first six months of 2005 of $0.3 million, as compared to the prior year period. New orders received for the Metal Treatment segment totaled $51.6 million in the second quarter of 2005 and $101.3 million for the first six months of 2005, representing an increase of 16% from the same periods in 2004. Acquisitions made in 2004 contributed $1.7 million in incremental new orders received in the first six months of 2005. Backlog increased 68% to $3.1 million at June 30, 2005 from $1.9 million at December 31, 2004. Interest Expense Interest expense increased $1.8 million and $3.8 million for the second quarter and first six months of 2005, respectively, versus the comparable prior year periods. The increases were due to higher debt levels and higher interest rates associated with the funding of our acquisitions, which accounted for approximately 60% and 40% of the increase, respectively. Page 28 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CHANGES IN FINANCIAL CONDITION Liquidity and Capital Resources The Corporation derives the majority of its operating cash inflow from receipts on the sale of goods and services and cash outflow for the procurement of materials and labor, and is therefore subject to market fluctuations and conditions. A substantial portion of the Corporation’s business is in the defense sector, which is characterized by long-term contracts. Most of our long-term contracts allow for several billing points (progress or milestones) that provide the Corporation with cash receipts as costs are incurred throughout the project rather than upon contract completion, thereby reducing working capital requirements. In some cases, these payments can exceed the costs incurred on a project. Operating Activities The Corporation’s working capital was $273.1 million at June 30, 2005, an increase of $60.9 million from the working capital at December 31, 2004 of $212.2 million. The ratio of current assets to current liabilities was 2.4 to 1 at June 30, 2005 versus 2.1 to 1 at December 31, 2004. Cash and cash equivalents totaled $48.0 million in the aggregate at June 30, 2005, up from $41.0 million at December 31, 2004. Days sales outstanding at June 30, 2005 was 50 days as compared to 47 days at December 31, 2004. Inventory turns at June 30, 2005 were 5.6 as compared to 5.8 at December 31, 2004. Excluding cash, working capital increased $54.0 million from December 31, 2004, partially due to the Indal Technologies acquisition made in the first quarter of 2005. The remainder of the increase was driven mainly by increases in inventory of $17.4 million and accounts receivable of $10.1 million. Inventory balances rose primarily as a result of build up for expected increases in sales for the second-half of 2005 and strategic initiatives to lower turn-around time for deliveries. Accounts receivable increased due to the timing of contractual billings and industry cycles, partially offset by collection of receivables from certain large projects outstanding at December 31, 2004. Investing Activities The Corporation acquired one business in the first six months of 2005. Funds available under the Corporation’s credit agreement were utilized for the funding of the acquisition, which totaled $62.8 million. Additional acquisitions will depend, in part, on the availability of financial resources at a cost of capital that meets stringent criteria. As such, future acquisitions, if any, may be funded through the use of the Corporation’s cash and cash equivalents, additional financing available under the credit agreement, or new financing alternatives. Certain acquisition agreements contain contingent purchase price adjustments, such as potential earn-out payments. In the first six months of 2005, the Corporation made $1.0 million in earn-out payments. Additionally, the Corporation paid $5.1 million relating to prior period acquisitions, as required by the terms of the acquisition agreements. Capital expenditures were $22.0 million in the first six months of 2005. Internally available funds were adequate to meet the capital expenditures. Principal expenditures included the purchase of a new facility for our European valves division and new and replacement machinery and equipment for the expansion of new product lines within the business segments. The Corporation is expected to make additional capital expenditures of approximately $23 million during the remainder of 2005 on machinery and equipment for ongoing operations at the Page 29 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES business segments, expansion of existing facilities, and investments in new product lines and facilities. Additionally, the Corporation has received $11.0 million from the sale of real estate and fixed assets during the six months ended June 30, 2005, mainly resulting from the sale of the Fairfield property as discussed in Note 15 to the Corporation’s consolidated financial statements. Financing Activities At June 30, 2005, the Corporation had a $400 million revolving credit agreement (the “Agreement”) with a group of ten banks. Borrowings under the Agreement bear interest at a floating rate based on market conditions. In addition, the Corporation’s interest rate and level of facility fees are dependent on certain financial ratio levels, as defined in the Agreement. The Corporation is subject to annual facility fees on the commitments under the Agreement. In connection with the Agreement, the Corporation paid customary transaction fees that have been deferred and are being amortized over the term of the Agreement. The Corporation is required under these agreements to maintain certain financial ratios and meet certain financial tests, the most restrictive of which is a debt to capitalization limit of 55%. The Agreement does not contain any subjective acceleration clauses. At June 30, 2005, the Corporation is in compliance with these covenants and had the flexibility to issue additional debt of $324 million without exceeding the covenant limit defined in the Agreement. The Corporation would consider other financing alternatives to maintain capital structure balance and ensure compliance with all debt covenants. Cash borrowings (excluding letters of credit) under the Agreement at June 30, 2005 were $185.0 million as compared to $124.5 million at December 31, 2004. The unused credit available under the Agreement at June 30, 2005 was $189.1 million. The Agreement expires in July 2009. On September 25, 2003 the Corporation issued $200.0 million of Senior Notes (the “Notes”). The Notes consist of $75.0 million of 5.13% Senior Notes that mature on September 25, 2010 and $125.0 million of 5.74% Senior Notes that mature on September 25, 2013. The Notes are senior unsecured obligations and are equal in right of payment to the Corporation’s existing senior indebtedness. The Corporation, at its option, can prepay at any time, all or any part of, the Notes, subject to a make-whole amount in accordance with the terms of the Note Purchase Agreement. In connection with the Notes, the Corporation paid customary fees that have been deferred and are being amortized over the terms of the Notes. The Corporation is required under the Note Purchase Agreement to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60%. At June 30, 2005, the Corporation is in compliance with these covenants. On November 6, 2003 the Corporation entered into two interest rate swap agreements with notional amounts of $20 million and $60 million to effectively convert the fixed interest rates on the $75 million 5.13% Senior Notes and $125 million 5.74% Senior Notes, respectively, to variable rates based on specified spreads over six-month LIBOR. In the short-term, the swaps are expected to provide the Corporation with a lower level of interest expense related to the Notes. Industrial revenue bonds, which are collateralized by real estate, machinery, and equipment, were $14.3 million at June 30, 2005 and December 31, 2004. The loans outstanding under the Senior Notes, Interest Rate Swaps, Revolving Credit Agreement, and Industrial Revenue Bonds had variable interest rates averaging 4.52% during the second quarter of 2005 and 3.65% for the second quarter of 2004. Page 30 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CRITICAL ACCOUNTING POLICIES Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2004 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2005, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Recently issued accounting standards: In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Accounting for Stock-Based Compensation” (“FAS 123(R)”). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in FAS 123(R). This Statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. On April 14, 2005 the SEC announced a deferral of the effective date of FAS 123(R) for calendar year companies until January 1, 2006. The Corporation has not yet determined the impact of this pronouncement. In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“FAS 154”). This Statement requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the basis of the new accounting principle, unless it is impracticable to do so. FAS 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. The Corporation does not anticipate that the adoption of this statement will have a material impact on the Corporation’s results of operation or financial condition. Page 31 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the Corporation’s market risk during the six months ended June 30, 2005. Information regarding market risk and market risk management policies is more fully described in item “7A. Quantitative and Qualitative Disclosures about Market Risk” of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004. Item 4. CONTROLS AND PROCEDURES As of June 30, 2005, the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Corporation’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective, in all material respects, to ensure that information required to be disclosed in the reports the Corporation files and submits under the Exchange Act is recorded, processed, summarized, and reported as and when required. There have not been any changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. PART II - OTHER INFORMATION In the ordinary course of business, the Corporation and its subsidiaries are subject to various pending claims, lawsuits, and contingent liabilities. The Corporation does not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on the Corporation’s consolidated financial position or results of operations. Curtiss-Wright Corporation or its subsidiaries have been named in a number of lawsuits that allege injury from exposure to asbestos. To date, Curtiss-Wright has not been found liable or paid any material sum of money in settlement in any case. Curtiss-Wright believes that the minimal use of asbestos in its operations and the relatively non-friable condition of asbestos in its products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. Curtiss-Wright does maintain insurance coverage for these lawsuits and it believes adequate coverage exists to cover any unanticipated asbestos liability. Item 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS Pursuant to Curtiss Wright’s 1996 Stock Plan for Non-Employee Directors, non-employee directors may elect to receive shares of Curtiss Wright’s common stock in lieu of all or a portion of their annual retainer and meeting fees instead of receiving such fees in cash. During the second quarter of fiscal 2005, the Company credited the Deferred Shares Accounts of certain non-employee directors with a total of 2,352 shares of common stock pursuant to the Plan. In each case, the shares were acquired at prices ranging from $46.00 to $51.70 per share, which represented 90.9% of the fair market value of such shares on the date of acquisition. The total amount of fees in respect of which shares were purchased during the quarter was $114,600. Page 32 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Exemption from registration of the sales of the shares is claimed by the Company under Section 4(2) of the Securities Act of 1933, as amended. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 19, 2005, the Registrant held its annual meeting of stockholders. The matters submitted to a vote by the stockholders were the election of directors, the approval of a Plan of Merger to consolidate the Registrant’s dual common stock class structure, the approval of an Amendment to the Certificate of Incorporation, the adoption of the 2005 Omnibus Long-Term Incentive Plan, the adoption of the 2005 Stock Plan for Non-employee Directors, and the appointment of independent accountants for the Registrant. The votes received by the director nominees were as follows: There were no broker non-votes or votes against any director. The stockholders voting as single class vote in favor of adopting a Plan of Merger Agreement to authorize the combination of the Corporation’s dual common stock class structure. The holders of 15,323,365 shares voted in favor; 60,513 voted against and 36,761 abstained. There were 3,391,902 broker non-votes. The stockholders voting as a single class approved the amendment to the Certificate of Incorporation authorizing the increase of authorized shares of Common Stock from 45,000,000 shares to 100,000,000 shares. The holders of 13,222,629 shares voted in favor; 2,126,199 voted against and 71,812 abstained. There were 3,391,962 broker non-votes. The stockholders voting as a single class approved the adoption of the 2005 Omnibus Long-Term Incentive Plan. The holders of 11,613,163 shares voted in favor; 3,699,115 voted against and 128,360 abstained. There were 3,391,302 broker non-votes. Page 33 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES The stockholders voting as a single class approved the adoption of the 2005 Stock Plan for Non-employee Directors. The holders of 11,989,572 shares voted in favor; 3,292,556 voted against and 138,511 abstained. There were 3,391,362 broker non-votes. The stockholders approved the appointment of Deloitte & Touche LLP, independent accountants for the Registrant. The holders of 18,698,958 shares voted in favor; 90,766 voted against and 22,827abstained. There were no broker non-votes. Item 6. EXHIBITS and REPORTS on FORM 8-K (a) Exhibits Page 34 of 36 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES Page 35 of 36 Pursuant to the requirements 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. Page 36 of 36 PAGE PART I – FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Statements of Earnings 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Stockholders’ Equity 6 Notes to Consolidated Financial Statements 7 – 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 – 31 Item 3. Quantitative and Qualitative Disclosures about Market Risk 32 Item 4. Controls and Procedures 32 PART II – OTHER INFORMATION Item 1. Legal Proceedings 32 Item 2. Unregistered Sales of Securities and Use of Proceeds 32 Item 4. Submission of Matters to a Vote of Security Holders 33 Item 6. Exhibits and Reports on Form 8-K 34 Signature 36
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands except per share data) Three Months Ended
June 30, Six Months Ended
June 30, 2005 2004 2005 2004 Net sales $ 283,193 $ 222,428 $ 541,680 $ 437,361 Cost of sales 182,894 146,406 355,612 289,744 Gross profit 100,299 76,022 186,068 147,617 Research and development expenses 11,580 7,754 21,808 15,966 Selling expenses 17,971 14,743 34,895 27,347 General and administrative expenses 36,501 27,789 69,969 53,038 Environmental remediation and
administrative expenses 573 51 656 291 Pension expense 500 42 1,000 82 (Gain) loss on sale of real estate and
fixed assets (12 ) 230 (2,925 ) 317 Operating income 33,186 25,413 60,665 50,576 Other (expense) income, net (576 ) 523 (700 ) 121 Interest expense (4,778 ) (3,018 ) (9,081 ) (5,283 ) Earnings before income taxes 27,832 22,918 50,884 45,414 Provision for income taxes 9,898 8,594 18,427 15,481 Net earnings $ 17,934 $ 14,324 $ 32,457 $ 29,933 Basic earnings per share $ 0.83 $ 0.68 $ 1.51 $ 1.42 Diluted earnings per share $ 0.82 $ 0.67 $ 1.49 $ 1.40 Dividends per share $ 0.09 $ 0.09 $ 0.18 $ 0.18 Weighted average shares outstanding: Basic 21,608 21,136 21,557 21,013 Diluted 21,888 21,460 21,844 21,330
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands) June 30,
2005 December 31,
2004 Assets Current Assets: Cash and cash equivalents $ 47,983 $ 41,038 Receivables, net 243,138 214,084 Inventories, net 137,370 115,979 Deferred tax assets, net 26,123 25,693 Other current assets 10,416 12,460 Total current assets 465,030 409,254 Property, plant and equipment, net 267,619 265,243 Prepaid pension costs 76,865 77,802 Goodwill 388,132 364,313 Other intangible assets, net 152,111 140,369 Other assets 17,542 21,459 Total Assets $ 1,367,299 $ 1,278,440 Liabilities Current Liabilities: Short-term debt $ 934 $ 1,630 Dividends payable 1,948 — Accounts payable 64,678 65,364 Accrued expenses 62,054 63,413 Income taxes payable 12,517 13,895 Other current liabilities 49,818 52,793 Total current liabilities 191,949 197,095 Long-term debt 402,561 340,860 Deferred tax liabilities, net 48,317 40,043 Accrued pension and other postretirement benefit costs 81,545 80,612 Long-term portion of environmental reserves 24,282 23,356 Other liabilities 23,267 20,860 Total Liabilities 771,921 702,826 Stockholders’ Equity Common stock, $1 par value 25,447 16,646 Class B common stock, $1 par value — 8,765 Additional paid-in capital 57,360 55,885 Retained earnings 629,636 601,070 Unearned portion of restricted stock (23 ) (34 ) Accumulated other comprehensive income 21,311 36,797 733,731 719,129 Less: Cost of treasury stock (138,353 ) (143,515 ) Total Stockholders’ Equity 595,378 575,614 Total Liabilities and Stockholders’ Equity $ 1,367,299 $ 1,278,440
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)Six Months Ended
June 30, 2005 2004 Cash flows from operating activities: Net earnings $ 32,457 $ 29,933 Adjustments to reconcile net earnings to net cash
provided by operating activities: Depreciation and amortization 23,777 20,423 (Gain) loss on sale of real estate and fixed assets (2,925 ) 317 Non-cash pension expense 1,000 82 Deferred income taxes (1,158 ) (1,807 ) Changes in operating assets and liabilities, net of
businesses acquired: Increase in receivables (10,070 ) (10,358 ) Increase in inventories (17,375 ) (2,242 ) Increase (decrease) in progress payments 477 (5,657 ) (Decrease) increase in accounts payable and
accrued expenses (1,937 ) 3,764 (Decrease) increase in deferred revenue (888 ) 2,573 Increase (decrease) in income taxes payable 829 (1,883 ) Decrease (increase) in other assets 933 (435 ) Increase (decrease) in other liabilities 2,108 (684 ) Total adjustments (5,229 ) 4,093 Net cash provided by operating activities 27,228 34,026 Cash flows from investing activities: Proceeds from sales of capital assets 11,020 1,246 Acquisitions of intangible assets (255 ) (1,525 ) Additions to property, plant and equipment (22,032 ) (13,746 ) Acquisition of new businesses (68,942 ) (163,811 ) Net cash used for investing activities (80,209 ) (177,836 ) Cash flows from financing activities: Proceeds from issuance of debt 255,000 198,005 Principal payments on debt (195,226 ) (119,075 ) Proceeds from exercise of stock options 4,815 4,952 Dividends paid (1,943 ) (1,890 ) Net cash provided by financing activities 62,646 81,992 Effect of foreign currency (2,720 ) (24 ) Net increase (decrease) in cash and cash equivalents 6,945 (61,842 ) Cash and cash equivalents at beginning of period 41,038 98,672 Cash and cash equivalents at end of period $ 47,983 $ 36,830 Supplemental disclosure of investing activities: Fair value of assets acquired from current year acquisitions $ 82,494 $ 193,043 Additional consideration paid for previous years’ acquisitions 6,384 1,707 Fair value of Common Stock issued as consideration for
acquisitions — (13,000 ) Liabilities assumed from current year acquisitions (19,716 ) (15,611 ) Cash acquired from current year acquisitions (220 ) (2,328 ) Net cash paid for acquisitions $ 68,942 $ 163,811
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands) Common
Stock Class B
Common
Stock Additional
Paid in
Capital Retained
Earnings Unearned
Portion of
Restricted
Stock
Awards Accumulated
Other
Comprehensive
Income Treasury
Stock December 31, 2003 $ 16,611 $ 8,765 $ 52,998 $ 543,670 $ (55 ) $ 22,634 $ (165,742 ) Net earnings — — — 65,066 — — — Translation adjustments, net — — — — — 14,163 — Dividends — — — (7,666 ) — — — Stock options exercised, net — — (1,748 ) — — — 11,345 Stock issued under employee
stock purchase plan, net 35 — 1,358 — — — — Equity issued in connection
with acquisitions — — 3,259 — — — 10,741 Other — — 18 — 21 — 141 December 31, 2004 16,646 8,765 55,885 601,070 (34 ) 36,797 (143,515 ) Net earnings — — — 32,457 — — — Translation adjustments, net — — — — — (15,486 ) — Dividends — — — (3,891 ) — — — Stock options exercised, net — — (205 ) — — — 5,114 Stock issued under employee
stock purchase plan, net 36 — 1,701 — — — — Recapitalization 8,765 (8,765 ) — — — — — Other — — (21 ) — 11 — 48 June 30, 2005 $ 25,447 $ — $ 57,360 $ 629,636 $ (23 ) $ 21,311 $ (138,353 )
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)1. BASIS of PRESENTATION Curtiss-Wright Corporation and its subsidiaries (the “Corporation”) is a diversified multinational provider of highly engineered products and services for high performance platforms. The Corporation provides products and services to a number of global markets, such as defense, commercial aerospace, nuclear power generation, oil and gas, automotive, and general industrial markets. Operations are conducted through 33 manufacturing facilities, 56 metal treatment service facilities, and 2 aerospace component overhaul and repair locations. The unaudited consolidated financial statements include the accounts of Curtiss-Wright Corporation and its majority-owned subsidiaries. All material intercompany transactions and accounts have been eliminated. The unaudited consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America and such preparation requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The most significant of these estimates include the costs to complete long-term contracts under the percentage of completion accounting method, the useful lives for property, plant, and equipment, cash flows used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, amount of inventory obsolescence, valuation of intangible assets, warranty reserves, and future environmental costs. Actual results may differ from these estimates. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2004 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year. Certain prior year information has been reclassified to conform to current presentation. 2. CHANGES IN CAPITAL STRUCTURE On May 24, 2005, the Corporation completed a recapitalization that resulted in the combination of the Corporation’s two classes of common stock into a single new class by converting all outstanding shares of Common stock and Class B common stock into a single new class of common stock. The recapitalization was accomplished through a merger of a wholly owned subsidiary into the Corporation, in which the outstanding shares of Common stock and Class B common stock were exchanged for shares of the single class of Common stock. The ownership of the Corporation’s new class of Common stock was the same immediately after the merger as it was immediately prior. As of June 30, 2005, there were 21,618,218 shares outstanding of Common stock. In addition to the recapitalization, in May 2005, shareholders approved a proposal to increase the number shares of Common stock authorized for issuance from 45 million shares to 100 million shares.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)3. ACQUISITIONS The Corporation acquired one business during the six months ended June 30, 2005, as described in more detail below. The acquisition has been accounted for as a purchase with the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill. The Corporation makes preliminary estimates of the purchase price allocations, including the value of identifiable intangibles with a finite life, and records amortization based upon the estimated useful life of those intangible assets identified. The Corporation will adjust these estimates based upon analysis of third party appraisals, when deemed appropriate, and the determination of fair value when finalized, within twelve months from acquisition. The following unaudited pro forma financial information shows the results of operations for the three months and six months ended June 30, 2005 and 2004, as though the 2004 and 2005 acquisitions had occurred on January 1, 2004. The unaudited pro forma presentation reflects adjustments for (i) the amortization of acquired intangible assets, (ii) depreciation of fixed assets at their acquired fair values, (iii) additional interest expense on acquisition-related borrowings, (iv) the issuance of stock as consideration, (v) the income tax effect on the pro forma adjustments, using local statutory rates, and (vi) costs of the acquired businesses incurred as a result of the acquisition. The pro forma adjustments related to certain acquisitions are based on preliminary purchase price allocations. Differences between the preliminary and final purchase price allocations could have a significant impact on the unaudited pro forma financial information presented. The unaudited pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisitions been completed as of the date indicated above or the results that may be obtained in the future. (In thousands, except per share amounts) Three Months Ended
June 30, Six Months Ended
June 30, 2005 2004 2005 2004 Revenue $ 283,193 $ 252,570 $ 546,132 $ 503,820 Net earnings 17,934 14,815 31,967 30,476 Diluted earnings per share 0.82 0.68 1.46 1.41 Please refer to the Corporation’s 2004 Annual Report on Form 10-K for more detail on the 2004 acquisitions. The results of the acquired business have been included in the consolidated financial results of the Corporation from the date of acquisition in the segment indicated as follows: Motion Control Segment Indal Technologies, Inc. On March 1, 2005, the Corporation acquired the outstanding stock of the parent corporation of Indal Technologies, Inc. (“Indal”). The purchase price was 78.0 million Canadian dollars ($62.8 million) in cash and was funded from credit available under the Corporation’s revolving credit facilities.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED) The purchase price of the acquisition has been preliminarily allocated to the net tangible and intangible assets acquired, with the remainder recorded as goodwill, on the basis of estimated fair values as of June 30, 2005, as follows: (In thousands) Net working capital $ 18,787 Property, plant, and equipment 6,734 Intangible assets 17,948 Deferred income tax liabilities (9,292 ) Net tangible and intangible assets 34,177 Purchase price, including capitalized acquisition costs 62,778 Goodwill $ 28,601 The estimated excess of the purchase price over the fair value of the net assets acquired is $29.0 million at June 30, 2005, including foreign currency translation adjustment gains of $0.4 million. The fair value of the net assets acquired was based on current estimates. The Corporation may adjust these estimates based upon analysis of third party appraisals and the final determination of fair value. Indal provides shipboard helicopter handling systems for naval applications with a global installed base on over 200 ships, including more than 100 systems deployed in the U.S. Navy. Indal’s highly engineered, proprietary products enable helicopters to land aboard naval vessels in rough sea conditions. Indal also designs and manufactures specialized telescopic hangars that provide protection for helicopters aboard ships and cable handling systems for naval sonar applications. Indal is headquartered near Toronto, Ontario, Canada. Revenues of the acquired business were 49.4 million Canadian dollars ($38.2 million) for the year ended December 31, 2004. 4. RECEIVABLES Receivables at June 30, 2005 and December 31, 2004 include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed as of the dates presented. Substantially all amounts of unbilled receivables are expected to be billed and collected within a year. The composition of receivables for those periods is as follows: (In thousands) June 30,
2005 December 31,
2004 Billed Receivables: Trade and other receivables $ 168,532 $ 156,891 Less: Allowance for doubtful accounts (4,088 ) (4,011 ) Net billed receivables 164,444 152,880 Unbilled Receivables: Recoverable costs and estimated earnings not billed 98,278 79,156 Less: Progress payments applied (19,584 ) (17,952 ) Net unbilled receivables 78,694 61,204 Receivables, net $ 243,138 $ 214,084 The net receivable balance at June 30, 2005 included $19.8 million related to the Corporation’s 2005 acquisition.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)5. INVENTORIES In accordance with industry practice, inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories is as follows: (In thousands) June 30,
2005 December 31,
2004 Raw material $ 48,893 $ 49,616 Work-in-process 43,235 35,157 Finished goods and component parts 56,523 50,117 Inventoried costs related to U.S. Government and other
long-term contracts 26,427 19,396 Gross inventories 175,078 154,286 Less: Inventory reserves (26,832 ) (26,276 ) Progress payments applied, principally related to
long-term contracts (10,876 ) (12,031 ) Inventories, net $ 137,370 $ 115,979 The net inventory balance at June 30, 2005 included $5.5 million related to the Corporation’s 2005 acquisition. 6. GOODWILL The Corporation accounts for acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2005 are as follows: (In thousands) Flow
Control Motion
Control Metal
Treatment Consolidated December 31, 2004 $ 115,202 $ 228,579 $ 20,532 $ 364,313 Goodwill from 2005 acquisitions — 28,587 — 28,587 Change in previous estimates of fair
value of net assets acquired 321 — — 321 Additional consideration of prior
years’ acquisitions 177 208 39 424 Currency translation adjustment (600 ) (4,526 ) (387 ) (5,513 ) June 30, 2005 $ 115,100 $ 252,848 $ 20,184 $ 388,132 The purchase price allocations relating to one of the businesses acquired during the twelve months ended June 30, 2005 is based on estimates and has not yet been finalized.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)7. OTHER INTANGIBLE ASSETS, net Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, trademarks and service marks, and technology licenses. Intangible assets are amortized over useful lives that range between 1 and 20 years. The following tables present the cumulative composition of the Corporation’s intangible assets and include $9.9 million of indefinite lived intangible assets within other intangible assets for both periods presented. June 30, 2005 Gross (In thousands)
Accumulated
Amortization Net Developed technology $ 85,766 $ (9,933 ) $ 75,833 Customer related intangibles 69,159 (6,765 ) 62,394 Other intangible assets 16,135 (2,251 ) 13,884 Total $ 171,060 $ (18,949 ) $ 152,111 December 31, 2004 Gross (In thousands)
Accumulated
Amortization Net Developed technology $ 75,970 $ (7,436 ) $ 68,534 Customer related intangibles 62,049 (4,282 ) 57,767 Other intangible assets 15,952 (1,884 ) 14,068 Total $ 153,971 $ (13,602 ) $ 140,369 The following table presents the changes in the net balance of intangibles assets during the six months ended June 30, 2005. (In thousands) Developed
technology, net Customer
Related
Intangibles, net Other
Intangible
Assets, net Total December 31, 2004 $ 68,534 $ 57,767 $ 14,068 $ 140,369 Acquired during 2005 10,769 7,179 255 18,203 Amortization expense (2,737 ) (2,502 ) (375 ) (5,614 ) Net currency translation
adjustment (733 ) (50 ) (64 ) (847 ) June 30, 2005 $ 75,833 $ 62,394 $ 13,884 $ 152,111
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)8. WARRANTY RESERVES The Corporation provides its customers with warranties on certain commercial and governmental products. Estimated warranty costs are charged to expense in the period the related revenue is recognized based on quantitative historical experience. Estimated warranty costs are reduced as these costs are incurred and as the warranty period expires and may be otherwise modified as specific product performance issues are identified and resolved. Warranty reserves are included within other current liabilities on the Corporation’s Consolidated Balance Sheets. The following table presents the changes in the Corporation’s warranty reserves: (In thousands)
Six Months Ended
June 30, 2005 2004 Warranty reserves at January 1, $ 9,667 $ 10,011 Increase due to acquisitions 1,796 875 Provision for current year sales 1,531 1,105 Current year claims (1,271 ) (842 ) Change in estimates to pre-existing warranties (727 ) (849 ) Foreign currency translation adjustment (397 ) 33 Warranty reserves at June 30, $ 10,599 $ 10,333 9. DEBT Debt at June 30, 2005 and December 31, 2004 consists of the following: (In thousands) June 30,
2005 December 31,
2004 Industrial Revenue Bonds, due through 2028 $ 14,268 $ 14,296 Revolving Credit Agreement, due 2009 185,000 124,500 Senior Notes due 2010 75,377 75,329 Senior Notes due 2013 127,975 126,793 Other debt 875 1,572 Total debt 403,495 342,490 Less: Short-term debt 934 1,630 Total Long-term debt $ 402,561 $ 340,860 The weighted average net interest rate per annum for the Corporation was 4.5% and 3.7% for the three months ended June 30, 2005 and June 30, 2004, respectively. The weighted average net interest rate per annum for the Corporation was 4.4% and 3.6% for the six months ended June 30, 2005 and June 30, 2004, respectively.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED) The estimated fair values of the Corporation’s debt instruments at June 30, 2005 aggregated $408.5 million compared to a carrying value of $403.5 million. The carrying amount of the variable interest rate long-term debt approximates fair value because the interest rates are reset periodically to reflect current market conditions. Fair values for the Corporation’s fixed rate debt were estimated utilizing valuations provided by third parties in accordance with their proprietary models. The carrying amount of the interest rate swaps reflects their fair value as provided by third parties in accordance with their proprietary models. 10. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Pension Plans The components of net periodic pension cost (benefit) for the three months ended June 30, 2005 and 2004 were: (In thousands) Curtiss-Wright Plans EMD Plans June 30,
2005 June 30,
2004 June 30,
2005 June 30,
2004 Service cost $ 2,595 $ 2,318 $ 924 $ 841 Interest cost 1,992 1,956 2,064 1,999 Expected return on plan assets (4,123 ) (4,255 ) (1,946 ) (2,022 ) Amortization of prior service cost 30 22 — — Amortization of net loss 7 2 — — Amortization of transition obligation (1 ) (1 ) — — Net periodic benefit cost $ 500 $ 42 $ 1,042 $ 818 The components of net periodic pension cost (benefit) for the six months ended June 30, 2005 and 2004 were: (In thousands) Curtiss-Wright Plans EMD Plans June 30,
2005 June 30,
2004 June 30,
2005 June 30,
2004 Service cost $ 5,190 $ 4,636 $ 1,848 $ 1,682 Interest cost 3,984 3,910 4,128 3,998 Expected return on plan assets (8,246 ) (8,510 ) (3,892 ) (4,044 ) Amortization of prior service cost 60 44 — — Amortization of net loss 14 4 — — Amortization of transition obligation (2 ) (2 ) — — Net periodic benefit cost $ 1,000 $ 82 $ 2,084 $ 1,636 During the six months ended June 30, 2005, the Corporation has paid zero and $2.2 million to the Curtiss-Wright and EMD pension plans, respectively. During 2005, the Corporation anticipates contributing $10.1 million to the EMD Pension Plan. No contributions to the Curtiss-Wright Pension Plan are anticipated in 2005, due to its funded status.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED) Other Postretirement Benefit Plans The components of the net postretirement benefit cost for the three months ended June 30, 2005 and 2004 were: (In thousands) Curtiss-Wright Plan EMD Plan June 30,
2005 June 30,
2004 June 30,
2005 June 30,
2004 Service cost $ — $ — $ 190 $ 219 Interest cost 7 8 554 616 Amortization of net (gain) loss (14 ) (15 ) — — Net periodic benefit (income) cost $ (7 ) $ (7 ) $ 744 $ 835 The components of the net postretirement benefit cost for the six months ended June 30, 2005 and 2004 were: (In thousands) Curtiss-Wright Plan EMD Plan June 30,
2005 June 30,
2004 June 30,
2005June 30,
2004 Service cost $ — $ — $ 381 $ 438 Interest cost 14 16 1,106 1,233 Amortization of net (gain) loss (29 ) (30 ) — — Net periodic benefit (income) cost $ (15 ) $ (14 ) $ 1,487 $ 1,671 During the six months ended June 30, 2005, the Corporation has paid zero and $0.9 million on the Curtiss-Wright and EMD post-retirement plans, respectively. During 2005, the Corporation anticipates contributing $0.1 million and $1.7 million to the post-retirement plans, respectively. The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law on December 8, 2003. In accordance with FASB Staff Position FAS 106-1, the Corporation made a one-time election to defer recognition of the effects of the law in the accounting for its plan under FAS 106 and in providing disclosures related to the plan until authoritative guidance on the accounting for the federal prescription drug subsidy is issued. Regulations regarding the implementation of the Act were finalized in February of 2005 and the Corporation concluded that the prescription drug benefits offered under this plan are not actuarially equivalent to Medicare Part D under the Act. Therefore, in accordance with FASB Staff Position FAS 106-2, any measures of the Accumulated Postretirement Benefit Obligation or Net Periodic Postretirement Benefit Cost reflect the effects of the Act on the plan.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)11. EARNINGS PER SHARE Diluted earnings per share were computed based on the weighted average number of shares outstanding plus all potentially dilutive common shares. A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows: (In thousands) Three Months Ended
June 30, Six Months Ended
June 30, 2005 2004 2005 2004 Basic weighted average shares outstanding 21,608 21,136 21,557 21,013 Dilutive effect of stock options and deferred
stock compensation 280 324 287 317 Diluted weighted average shares outstanding 21,888 21,460 21,844 21,330 At June 30, 2005 the Corporation had 125,000 stock options outstanding that could potentially dilute basic EPS in the future but were excluded from the computation of diluted EPS for the three and six months ended June 30, 2005 as they would have been antidilutive for those periods. There were no antidilutive shares for the three and six months ended June 30, 2004. 12. STOCK COMPENSATION PLANS In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, the Corporation elected to account for its stock-based compensation using the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. As such, the Corporation does not recognize compensation expense on non-qualified stock options granted to employees under the Corporation’s 1995 Long-Term Incentive Plan (“LTI Plan”) when the exercise price of the options is equal to the market price of the underlying stock on the date of the grant or on non-qualified stock options granted under the Corporation’s Employee Stock Purchase Plan (“ESPP”). Pro forma information regarding net earnings and earnings per share is required by SFAS No. 123, as amended, and has been determined as if the Corporation had accounted for its employee stock option grants under the fair value method prescribed by that Statement. Information with regard to the number of options granted, market price of the grants, vesting requirements, the maximum term of the options granted by plan type, risk-free interest rate, the expected volatility, the expected dividend yield, the weighted-average option life, and the weighted-average grant-date fair value of options is included in the Corporation’s 2004 Annual Report on Form 10-K.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED) The Corporation’s pro forma results are as follows: (In thousands, except per share data) Three Months Ended
June 30, Six Months Ended
June 30, 2005 2004 2005 2004 Net earnings, as reported $ 17,934 $ 14,324 $ 32,457 $ 29,933 Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects (631 ) (306 ) (1,199 ) (613 ) Pro forma net earnings $ 17,303 $ 14,018 $ 31,258 $ 29,320 Net earnings per share: As reported: Basic $ 0.83 $ 0.68 $ 1.51 $ 1.42 Diluted $ 0.82 $ 0.67 $ 1.49 $ 1.40 Pro forma: Basic $ 0.80 $ 0.66 $ 1.45 $ 1.39 Diluted $ 0.79 $ 0.65 $ 1.43 $ 1.37 In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“FAS 123(R)”). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in FAS 123. This Statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. On April 14, 2005 the U.S. Securities and Exchange Commission announced a deferral of the effective date of FAS 123(R) until January 1, 2006 for calendar year companies. The Corporation has not yet determined the impact of this pronouncement. 13. ENVIRONMENTAL MATTERS The environmental obligation at June 30, 2005 was $26.1 million compared to $25.2 million at December 31, 2004. Approximately 80% of the Corporation’s environmental reserves as of June 30, 2005 and December 31, 2004 represent the current value of anticipated remediation costs and are not discounted primarily due to the uncertainty of timing of expenditures. The remaining environmental reserves are discounted using a rate of 4% to reflect the time value of money since the amount and timing of cash payments for the liability are reliably determinable. All environmental reserves exclude any potential recovery from insurance carriers or third-party legal actions.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED) In the first quarter of 2005, the Corporation sold its Fairfield, New Jersey non-operating property, which was formerly an operating facility for the Corporation’s Motion Control segment. Under the sale agreement, the Corporation has retained the responsibility to continue the ongoing environmental remediation on the property. At the date of the sale, remediation costs associated with the Fairfield site were anticipated to be incurred over three to five years with an estimated cost of $1.5 million. As of June 30, 2005, $0.1 million of costs have been incurred. 14. SEGMENT INFORMATION The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves. Based on this approach, the Corporation has three reportable segments: Flow Control, Motion Control, and Metal Treatment. (In thousands)
Three Months Ended June 30, 2005 Flow
Control Motion
Control Metal
Treatment Segment
Totals Corporate
& Other Consolidated
Totals Revenue from external
customers$ 114,324 $ 117,854 $ 51,015 $ 283,193 $ — $ 283,193 Intersegment revenues — 155 130 285 (285 ) — Operating income 12,756 12,738 9,112 34,606 (1,420 ) 33,186 (In thousands)
Three Months Ended June 30, 2004 Flow
Control Motion
Control Metal
Treatment Segment
Totals Corporate
& Other Consolidated
Totals Revenue from external
customers$ 86,205 $ 91,578 $ 44,645 $ 222,428 $ — $ 222,428 Intersegment revenues — — 89 89 (89 ) — Operating income 8,654 10,025 7,439 26,118 (705 ) 25,413 (In thousands)
Six Months Ended June 30, 2005 Flow
Control Motion
Control Metal
Treatment Segment
Totals Corporate
& Other Consolidated
Totals Revenue from external
customers$ 223,737 $ 217,938 $ 100,005 $ 541,680 $ — $ 541,680 Intersegment revenues — 276 238 514 (514 ) — Operating income 23,105 19,128 16,929 59,162 1,503 60,665 (In thousands)
Six Months Ended June 30, 2004 Flow
Control Motion
Control Metal
Treatment Segment
Totals Corporate
& Other Consolidated
Totals Revenue from external
customers$ 175,600 $ 174,922 $ 86,839 $ 437,361 $ — $ 437,361 Intersegment revenues — — 273 273 (273 ) — Operating income 19,085 18,314 14,016 51,415 (839 ) 50,576
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED) (In thousands)
Identifiable Assets Flow
Control Motion
Control Metal
Treatment Segment
Totals Corporate &
Other Consolidated
Totals June 30, 2005 $ 418,118 $ 658,922 $ 199,013 $ 1,276,053 $ 91,246 $ 1,367,299 December 31, 2004 415,504 576,275 194,783 1,186,562 91,878 1,278,440 (In thousands)
Three months ended
June 30, (In thousands)
Six months ended
June 30, 2005 2004 2005 2004 Total segment operating income $ 34,606 $ 26,118 $ 59,162 $ 51,415 Corporate and administrative (1,420 ) (705 ) (1,256 ) (839 ) Gain (loss) on sale of Corporate
real estate and fixed assets — — 2,759 — Other income (expense), net (576 ) 523 (700 ) 121 Interest expense (4,778 ) (3,018 ) (9,081 ) (5,283 ) Earnings before income taxes $ 27,832 $ 22,918 $ 50,884 $ 45,414 15. (GAIN) LOSS ON SALE OF REAL ESTATE AND FIXED ASSETS On March 17, 2005, the Corporation completed the sale of its Fairfield, New Jersey property, a former operating property, for $10.5 million. The property encompasses approximately 39 acres and was formerly an operating facility for the Company’s Motion Control segment now located in Shelby, North Carolina. As a result of the sale, the Corporation recognized a pre-tax gain of $2.8 million in the first quarter of 2005, which is recorded in operating income in the Corporation’s Consolidated Statements of Earnings. 16. COMPREHENSIVE INCOME Total comprehensive income for the three months and six months ended June 30, 2005 and 2004 are as follows: (In thousands)
Three months ended
June 30, (In thousands)
Six months ended
June 30, 2005 2004 2005 2004 Net earnings $ 17,934 $ 14,324 $ 32,457 $ 29,933 Equity adjustment from foreign
currency translations (11,694 ) (1,168 ) (15,486 ) (415 ) Total comprehensive income $ 6,240 $ 13,156 $ 16,971 $ 29,518 The equity adjustment from foreign currency translation represents the effect of translating the assets and liabilities of the Corporation’s non-U.S. entities. This amount is impacted year-over-year by foreign currency fluctuations and by the acquisitions of foreign entities.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)17. CONTINGENCIES AND COMMITMENTS The Corporation, through its subsidiary located in Switzerland, entered into a credit agreement with UBS AG (“UBS”) for a credit facility in the amount of 6.0 million Swiss francs ($4.7 million) for the issue of performance guarantees related to long-term contracts. The Corporation received prepayments on these contracts, which are being used as collateral against the credit facility. The customers can draw down on the line of credit for nonperformance up to the amount of pledged collateral, which is released from restriction over time as the Corporation meets its obligations under the long-term contracts. Under the terms of this credit facility agreement, the Corporation is not permitted to borrow against the line of credit. The Corporation is charged a commitment fee on the outstanding balance of the collateralized cash. As of June 30, 2005, the amount of restricted cash under this facility was $2.7 million, all of which is expected to be released from restriction after one year. The Corporation has several NRC licenses necessary for the continued operation of the business. In connection with these licenses, the NRC required financial assurance from the Corporation (in the form of a parent company guarantee) representing estimated environmental decommissioning and remediation costs associated with the commercial operations covered by the licenses. The guarantee for costs of decommissioning the facility, which is estimated for 2017, is $3.1 million. Consistent with other entities its size, the Corporation is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Corporation’s results of operations or financial position.
PART I – ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continuedThree Months Ended
June 30, Six Months Ended
June 30, 2005 2004 %
Change 2005 2004 %
Change Sales: Flow Control $ 114,324 $ 86,205 32.6 % $ 223,737 $ 175,600 27.4 % Motion Control 117,854 91,578 28.7 % 217,938 174,922 24.6 % Metal Treatment 51,015 44,645 14.3 % 100,005 86,839 15.2 % Total Sales $ 283,193 $ 222,428 27.3 % $ 541,680 $ 437,361 23.9 % Operating Income: Flow Control $ 12,756 $ 8,654 47.4 % $ 23,105 $ 19,085 21.1 % Motion Control 12,738 10,025 27.1 % 19,128 18,314 4.4 % Metal Treatment 9,112 7,439 22.5 % 16,929 14,016 20.8 % Total Segments 34,606 26,118 32.5 % 59,162 51,415 15.1 % Pension (Expense)/Income (500 ) (42 ) 1090.5 % (1,000 ) (82 ) 1119.5 % Corporate & Other (920 ) (663 ) 38.8 % 2,503 (757 ) -430.6 % Total Operating Income $ 33,186 $ 25,413 30.6 % $ 60,665 $ 50,576 19.9 % Operating Margins: Flow Control 11.2 % 10.0 % 10.3 % 10.9 % Motion Control 10.8 % 10.9 % 8.8 % 10.5 % Metal Treatment 17.9 % 16.7 % 16.9 % 16.1 % Total Curtiss-Wright 11.7 % 11.4 % 11.2 % 11.6 %
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS of OPERATIONS, continued For Withheld Class B common: Martin R. Benante 6,756,703 59,156 James B. Busey IV 6,749,477 66,382 Dave Lasky 6,749,151 66,708 Carl G. Miller 6,690,938 124,921 William B. Mitchell 6,755,871 59,988 John Myers 6,756,253 59,606 William W. Sihler 6,756,227 59,632 J. McLain Stewart 6,752,727 63,132 Common: S. Marce Fuller 11,558,088 43,859 Exhibit 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Registration Statement on Form 8-A/A filed May 24, 2005) Exhibit 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Registration Statement on Form 8-A/A filed May 24, 2005) Exhibit 4.1 Second Amended and Restated Rights Agreement, dated as of May 24, 2005, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant’s Registration Statement on Form 8-A/A filed May 24, 2005) Exhibit 10.1 2005 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix B to Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2005) Exhibit 10.2 2005 Stock Plan for Non-Employee Directors (incorporated by reference to Appendix C to Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2005) Exhibit 10.3 Instruments of Amendment Nos. 2 through 5 to the Curtiss-Wright Retirement Plan (filed herewith) Exhibit 10.4 Instruments of Amendment Nos. 1 and 2 to the Curtiss-Wright Electro-Mechanical Corporation Retirement Plan (filed herewith) Exhibit 10.5 Instrument of Amendment Nos. 1 and 2 to the Curtiss-Wright Corporation Savings & Investment Plan (filed herewith) Exhibit 10.6 Instrument of Amendment No. 1 to the Curtiss-Wright Electro-Mechanical Corporation Savings Plan (filed herewith) Exhibit 31.1 Certification of Martin R. Benante, Chairman and CEO, Pursuant to 18 U.S.C. Section 1350 (filed herewith) Exhibit 31.2 Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350 (filed herewith) Exhibit 32 Certification of Martin R. Benante, Chairman and CEO, and Glenn E. Tynan, Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) (b) Reports on Form 8-K On April 8, 2005, the Corporation furnished Form 8-K under Items 7.01 and 9.01 respecting a presentation at an investor conference. Specified presentation materials were furnished as exhibit 99. On April 28, 2005, the Corporation furnished Form 8-K under Items 2.02 and 9.01 respecting the announcement of financial results. A press release announcing financial results for the quarter ended March 31, 2005 was furnished as exhibit 99. On May 10, 2005, the Corporation filed Form 8-K under Items 8.01 and 9.01 respecting voting for agenda items for the May 19, 2005 Annual Meeting. The subject letter to stockholders was furnished as exhibit 99. On May 25, 2005, the Corporation filed Form 8-K under Items 1.01, 3.01, 3.03, 5.03 and 9.01 regarding amendment of the Corporation’s certificate of incorporation, by-laws and rights agreement in connection with the May 19, 2005 Annual Meeting of Stockholders. Press releases announcing same were furnished as exhibit 99. CURTISS-WRIGHT CORPORATION and SUBSIDIARIES SIGNATURE CURTISS-WRIGHT CORPORATION (Registrant) By: /s/ Glenn E. Tynan Glenn E. Tynan Vice President Finance / C.F.O. Dated: August 9, 2005