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 September 30, 2006

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 x

No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o

No x

 

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 43,936,293 shares (as of October 31, 2006).

 

Page 1 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

 

TABLE of CONTENTS

 

 

 

 

 

 

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 – 22

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23 – 33

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

34

 

 

 

 

Item 4.

Controls and Procedures

34

 

 

 

 

 

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

35

 

 

 

 

Item 1A

Risk Factors

35

 

 

 

 

Item 6.

Exhibits

35

 

 

 

 

Signature

 

36

 

Page 2 of 36

 


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

(In thousands except per share data)

 

                                           
     

Three Months Ended
September 30,

     

Nine Months Ended

September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2006

 

 

 

 

2005

 

 

 

 

2006

 

 

 

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

$

311,801

 

 

 

$

271,355

 

 

 

$

903,988

 

 

 

$

813,035

 

Cost of sales

 

 

 

 

205,783

 

 

 

 

177,840

 

 

 

 

600,356

 

 

 

 

533,452

 

Gross profit

 

 

 

 

106,018

 

 

 

 

93,515

 

 

 

 

303,632

 

 

 

 

279,583

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

 

 

7,227

 

 

 

 

8,504

 

 

 

 

28,531

 

 

 

 

30,312

 

Selling expenses

 

 

 

 

19,382

 

 

 

 

16,738

 

 

 

 

57,004

 

 

 

 

51,633

 

General and administrative expenses

 

 

 

 

41,936

 

 

 

 

35,546

 

 

 

 

122,720

 

 

 

 

106,515

 

Environmental remediation and administrative expenses, net of recoveries

 

 

 

 

273

 

 

 

 

188

 

 

 

 

362

 

 

 

 

844

 

(Gain) loss on sale of real estate and fixed assets

 

 

 

 

(51

)

 

 

 

98

 

 

 

 

68

 

 

 

 

(2,827

)

Operating income

 

 

 

 

37,251

 

 

 

 

32,441

 

 

 

 

94,947

 

 

 

 

93,106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income, net

 

 

 

 

(18

)

 

 

 

279

 

 

 

 

295

 

 

 

 

(421

)

Interest expense

 

 

 

 

(5,721

)

 

 

 

(4,912

)

 

 

 

(17,103

)

 

 

 

(13,993

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

 

 

 

31,512

 

 

 

 

27,808

 

 

 

 

78,139

 

 

 

 

78,692

 

Provision for income taxes

 

 

 

 

11,156

 

 

 

 

10,289

 

 

 

 

24,413

 

 

 

 

28,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

$

20,356

 

 

 

$

17,519

 

 

 

$

53,726

 

 

 

$

49,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

$

0.46

 

 

 

$

0.40

 

 

 

$

1.23

 

 

 

$

1.16

 

Diluted earnings per share

 

 

 

$

0.46

 

 

 

$

0.40

 

 

 

$

1.21

 

 

 

$

1.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

 

 

 

$

0.06

 

 

 

$

0.05

 

 

 

$

0.18

 

 

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

43,903

 

 

 

 

43,376

 

 

 

 

43,779

 

 

 

 

43,206

 

Diluted

 

 

 

 

44,338

 

 

 

 

43,946

 

 

 

 

44,254

 

 

 

 

43,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares and per share amounts have been adjusted on a pro forma basis for the April 21, 2006

2-for-1 stock split as further described in Note 1 to the consolidated financial statements.

 

See notes to consolidated financial statements

 

Page 3 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands)

 

 

September 30,
2006

 

 

December 31,
2005

Assets

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

47,377

 

 

 

$

59,021

 

Receivables, net

 

 

280,705

 

 

 

 

244,689

 

Inventories, net

 

 

178,983

 

 

 

 

146,297

 

Deferred tax assets, net

 

 

21,268

 

 

 

 

28,844

 

Other current assets

 

 

13,076

 

 

 

 

11,615

 

Total current assets

 

 

541,409

 

 

 

 

490,466

 

Property, plant and equipment, net

 

 

290,080

 

 

 

 

274,821

 

Prepaid pension costs

 

 

72,121

 

 

 

 

76,002

 

Goodwill

 

 

414,286

 

 

 

 

388,158

 

Other intangible assets, net

 

 

157,194

 

 

 

 

158,267

 

Other assets

 

 

12,110

 

 

 

 

12,571

 

Total Assets

 

$

1,487,200

 

 

 

$

1,400,285

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Short-term debt

 

$

5,941

 

 

 

$

885

 

Accounts payable

 

 

77,139

 

 

 

 

80,460

 

Accrued expenses

 

 

68,800

 

 

 

 

74,252

 

Dividends payable

 

 

2,640

 

 

 

 

 

Income taxes payable

 

 

2,946

 

 

 

 

22,855

 

Other current liabilities

 

 

55,758

 

 

 

 

43,051

 

Total current liabilities

 

 

213,224

 

 

 

 

221,503

 

Long-term debt

 

 

385,004

 

 

 

 

364,017

 

Deferred tax liabilities, net

 

 

51,512

 

 

 

 

53,570

 

Accrued pension and other postretirement benefit costs

 

 

72,686

 

 

 

 

74,999

 

Long-term portion of environmental reserves

 

 

21,477

 

 

 

 

22,645

 

Other liabilities

 

 

28,294

 

 

 

 

25,331

 

Total Liabilities

 

 

772,197

 

 

 

 

762,065

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Common stock, $1 par value

 

 

47,533

 

 

 

 

25,493

 

Additional paid-in capital

 

 

68,813

 

 

 

 

59,806

 

Retained earnings

 

 

691,823

 

 

 

 

667,892

 

Unearned portion of restricted stock

 

 

(66

)

 

 

 

(12

)

Accumulated other comprehensive income

 

 

37,322

 

 

 

 

20,655

 

 

 

 

845,425

 

 

 

 

773,834

 

Less: Cost of treasury stock

 

 

(130,422

)

 

 

 

(135,614

)

Total Stockholders’ Equity

 

 

715,003

 

 

 

 

638,220

 

Total Liabilities and Stockholders’ Equity

 

$

1,487,200

 

 

 

$

1,400,285

 

 

See notes to consolidated financial statements

 

Page 4 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

   

 

Nine Months Ended

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

53,726

 

 

 

$

49,976

 

 

 

Adjustments to reconcile net earnings to net cash
provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

38,082

 

 

 

 

35,858

 

 

 

Loss (gain) on sale of real estate and fixed assets

 

 

68

 

 

 

 

(2,827

)

 

 

Deferred income taxes

 

 

1,501

 

 

 

 

(572

)

 

 

Share-based compensation

 

 

4,332

 

 

 

 

 

 

 

Changes in operating assets and liabilities, net of
businesses acquired:

 

 

 

 

 

 

 

 

 

 

 

Increase in receivables

 

 

(21,747

)

 

 

 

(19,114

)

 

 

Increase in inventories

 

 

(30,299

)

 

 

 

(26,682

)

 

 

(Decrease) increase in progress payments

 

 

(53

)

 

 

 

7,100

 

 

 

Decrease in accounts payable and accrued expenses

 

 

(16,121

)

 

 

 

(6,515

)

 

 

Increase (decrease) in deferred revenue

 

 

9,233

 

 

 

 

(9,529

)

 

 

(Decrease) increase in income taxes payable

 

 

(13,815

)

 

 

 

9,013

 

 

 

Increase (decrease) in net pension and postretirement liabilities

 

 

1,568

 

 

 

 

(5,354

)

 

 

Decrease in other assets

 

 

8

 

 

 

 

678

 

 

 

(Decrease) increase in other liabilities

 

 

(1,220

)

 

 

 

780

 

 

 

Total adjustments

 

 

(28,463

)

 

 

 

(17,164

)

 

 

Net cash provided by operating activities

 

 

25,263

 

 

 

 

32,812

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of non-operating assets

 

 

669

 

 

 

 

11,023

 

 

 

Acquisitions of intangible assets

 

 

(1,616

)

 

 

 

(4,882

)

 

 

Additions to property, plant and equipment

 

 

(27,926

)

 

 

 

(31,400

)

 

 

Net cash paid for acquisitions

 

 

(39,405

)

 

 

 

(71,009

)

 

 

Net cash used for investing activities

 

 

(68,278

)

 

 

 

(96,268

)

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from revolving credit agreement

 

 

214,000

 

 

 

 

330,000

 

 

 

Principal payments on revolving credit agreement

 

 

(188,043

)

 

 

 

(261,259

)

 

 

Proceeds from exercise of stock options

 

 

7,285

 

 

 

 

8,133

 

 

 

Dividends paid

 

 

(5,262

)

 

 

 

(3,893

)

 

 

Excess tax benefits from share-based compensation

 

 

1,370

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

29,350

 

 

 

 

72,981

 

 

 

Effect of foreign currency

 

 

2,021

 

 

 

 

(2,878

)

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(11,644

)

 

 

 

6,647

 

 

 

Cash and cash equivalents at beginning of period

 

 

59,021

 

 

 

 

41,038

 

 

 

Cash and cash equivalents at end of period

 

$

47,377

 

 

 

$

47,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of investing activities:

 

 

 

 

 

 

 

 

 

 

 

Fair value of assets acquired in current year acquisitions

 

$

42,759

 

 

 

$

82,820

 

 

 

Additional consideration paid on previous years’ acquisitions

 

 

4,604

 

 

 

 

8,187

 

 

 

Liabilities assumed from current year acquisitions

 

 

(7,941

)

 

 

 

(19,776

)

 

 

Cash acquired from current year acquisitions

 

 

(17

)

 

 

 

(222

)

 

 

Net cash paid for acquisitions

 

$

39,405

 

 

 

$

71,009

 

 

See notes to consolidated financial statements

 

Page 5 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands)

    Common
Stock

  Class B
Common
Stock

  Additional
Paid in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income

  Treasury
Stock

December 31, 2004

     $ 16,646        $ 8,765        $ 55,851        $ 601,070        $ 36,797        $ (143,515 )

Net earnings

                                  75,280                    

Translation adjustments, net

                                           (16,142 )         

Dividends

                                  (8,458 )                  

Stock options exercised, net

                         42                            7,721  

Stock issued under employee stock purchase plan, net

       82                   3,863                             

Recapitalization

       8,765          (8,765 )                                   

Other

                         38                            180  
        
        
        
        
        
        
 

December 31, 2005

       25,493                   59,794          667,892          20,655          (135,614 )
        
        
        
        
        
        
 

Net earnings

                                  53,726                    

Translation adjustments, net

                                           16,667           

Dividends

                                  (7,902 )                  

Share-based compensation expense

                         4,191                            141  

Stock options exercised, net

                         (296 )                          4,804  

Stock issued under employee stock purchase plan, net

       147                   4,418                             

Two-for-one common stock split effected in the form of a 100% stock dividend

       21,893                            (21,893 )                  

Other

                         640                            247  
        
        
        
        
        
        
 

September 30, 2006

     $ 47,533        $        $ 68,747        $ 691,823        $ 37,322        $ (130,422 )
        
        
        
        
        
        
 

                                               


See notes to consolidated financial statements

 

Page 6 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1.

BASIS of PRESENTATION

 

Curtiss-Wright Corporation and its subsidiaries (the “Corporation”) is a diversified multinational manufacturing and service company that designs, manufactures, and overhauls precision components and systems and provides highly engineered products and services to the aerospace, defense, automotive, shipbuilding, oil and gas processing, agricultural equipment, railroad, power generation, security, and metalworking industries. Operations are conducted through 35 manufacturing facilities, 58 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 2005 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.

 

On February 7, 2006, the Board of Directors declared a 2-for-1 stock split in the form of a 100% stock dividend. The split, in the form of 1 share of Common stock for each share of Common stock outstanding, was paid on April 21, 2006 to shareholders of record as of April 7, 2006. To effectuate the stock split, the Corporation issued 21.9 million shares of original Common stock, at $1.00 par value from capital surplus, with a corresponding reduction in retained earnings of $21.9 million. All references throughout this Quarterly Report on Form 10-Q to number of shares, per share amounts, stock options data, and market prices of the Corporation’s Common stock have been adjusted to reflect the effect of this stock split for all periods presented, where applicable.

 

Effective January 1, 2006, the Corporation adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“FAS 123(R)”), and related interpretations using the modified prospective method. See Note 10 for additional information regarding share-based compensation.

 

Certain prior year information has been reclassified to conform to current presentation.

 

Recent Accounting Pronouncements

 

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140 (“SFAS No. 155”). SFAS No. 155 permits a fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that would otherwise require bifurcation. This accounting standard is effective as of the beginning of fiscal years beginning after September 15, 2006. The Corporation does not anticipate

 

Page 7 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

that the adoption of this statement will have a material impact on the Corporation’s results of operation or financial condition.

 

In March 2006, the FASB issued the Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statements No. 140 (“SFAS No. 156”). SFAS No. 156 requires that servicing assets and servicing liabilities be recognized at fair value, if practicable, when the Corporation enters into a servicing agreement and allows two alternatives, the amortization and fair value measurement methods, as subsequent measurement methods. This accounting standard is effective for all new transactions occurring as of the beginning of fiscal years beginning after September 15, 2006. 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.

 

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. This Interpretation is effective as of January 1, 2007, and the Corporation is currently evaluating the impact of FIN 48 on the financial statements.

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). This Statement requires companies to recognize a net liability or asset to report the funded status of their defined benefit pension and other postretirement benefit plans (“the Plans”). The recognition of a net asset or liability will require an offsetting adjustment to accumulated other comprehensive income (“AOCI”) in shareholders’ equity. SFAS No.158 will not change how the Plans are accounted for and reported in the income statement. Therefore, the amounts to be recognized in AOCI will be the unrecognized gains/losses, prior service costs/credits, and transition assets/obligations, which will continue to be amortized under the existing guidance as net periodic pension cost in the income statement. Companies are required to initially recognize the funded status and provide the required disclosures beginning for fiscal year ends after December 15, 2006. Based upon the most recent actuarial data available, the net impact on the December 31, 2006 balance sheet would be to increase prepaid pension costs by $17.9 million, increase other current liabilities by $2.3 million, reduce accrued pension and post retirement benefit costs by $3.2 million, increase deferred tax liabilities by $7.1 million, with the offset increasing stockholders’ equity by $11.7 million. Additionally, for fiscal years ending after December 15, 2008, FAS 158 will require companies to measure the plan assets and obligations as of the date of the employer’s fiscal year end, however earlier adoption of the measurement date provisions is encouraged. The Corporation currently utilizes measurement dates of September 30 and October 31 for its various Plans. The Corporation does not anticipate the change in the fiscal year end measurement date to have a material impact on the Corporation’s results of operation or financial condition.

 

2.

ACQUISITIONS

 

The Corporation acquired three businesses during the nine months ended September 30, 2006, as described in more detail below. The acquisitions have been accounted for as purchases 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.

 

Page 8 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Please refer to the Corporation’s 2005 Annual Report on Form 10-K for more detail on the 2005 acquisition. The results of the acquired businesses have been included in the consolidated financial results of the Corporation from the date of acquisition in the segments indicated as follows:

 

Flow Control Segment

 

Enpro Systems

 

On April 17, 2006, the Corporation acquired the assets and certain liabilities of Enpro Systems Ltd. (“Enpro”). The purchase price of the acquisition, subject to customary adjustments as provided for in the Asset Purchase Agreement, was $17.5 million. Under the terms of the agreement, the Corporation deposited $1.0 million into escrow as security for potential indemnification claims against the seller. Any escrow remaining after claims for indemnification have been settled will be paid to the seller within 13 months from the acquisition date by the escrow agent. Management funded the purchase from the Corporation’s revolving credit facility.

 

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. The estimated excess of the purchase price over the fair value of the net assets acquired is $8.9 million at September 30, 2006. The Corporation may adjust these estimates based upon analysis of third party appraisals and the final determination of fair value.

 

Enpro, whose operations are located in Channelview, Texas, is a leader in the design and manufacture of engineered pressure vessels, catalytic cracking process equipment, and critical service valves for the petrochemical, refining, and utility markets. Revenues of the acquired business were $35.9 million for the year ended December 31, 2005.

 

Page 9 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Swantech

 

On September 1, 2006, the Corporation acquired the assets and certain liabilities of TechSwan, Inc. doing business as Swantech (“Swantech”). The purchase price of the acquisition, subject to customary adjustments as provided for in the Asset Purchase Agreement, was $3.6 million. The Corporation is holding $0.2 million as security for any remaining potential obligations of the seller. Management funded the cash portion of the purchase from the Corporation’s revolving credit facility.

 

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. The estimated excess of the purchase price over the fair value of the net assets acquired is $2.9 million at September 30, 2006. The Corporation may adjust these estimates based upon analysis of third party appraisals and the final determination of fair value.

 

The acquired business, located in Fort Lauderdale, Florida, has developed advanced software to monitor, predict, and evaluate the operating condition of high performance critical equipment, primarily within the marine, power and process markets. Revenues of the acquired business were $1.1 million for the year ended December 31, 2005.

 

Metal Treatment Segment

 

Allegheny Coatings

 

On May 10, 2006, the Corporation acquired the assets and certain liabilities of two business units of Diversified Coatings, Inc. doing business as Allegheny Coatings (“Allegheny”). The purchase price of the acquisition, subject to customary adjustments as provided for in the Asset Purchase Agreement, was $15.1 million. The Corporation is holding $1.5 million as security for potential indemnification claims. Any amount of holdback remaining after claims for indemnification have been settled will be paid 15 months from the acquisition date. Management funded the cash portion of the purchase from the Corporation’s revolving credit facility.

 

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. The estimated excess of the purchase price over the fair value of the net assets acquired is $4.2 million at September 30, 2006. The Corporation may adjust these estimates based upon analysis of third party appraisals and the final determination of fair value.

 

The two acquired business units, located in Fremont, Indiana and Ingersoll, Ontario, Canada, apply high performance specialized coatings primarily to automotive braking and suspension components utilizing automated spray coating lines. Revenues of the combined business units were $12.7 million for the year ended December 31, 2005.

 

Page 10 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3.

RECEIVABLES

       

Receivables at September 30, 2006 and December 31, 2005 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 one year.

 

The composition of receivables for those periods is as follows:

 

 

   
(In thousands)
 

 

 

September 30, 2006

 

 

 

December 31, 2005

 

Billed Receivables:

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

$

199,491

 

 

 

$

171,203

 

Less: Allowance for doubtful accounts

 

 

(5,357

)

 

 

 

(5,453

)

Net billed receivables

 

 

194,134

 

 

 

 

165,750

 

Unbilled Receivables:

 

 

 

 

 

 

 

 

 

Recoverable costs and estimated earnings not billed

 

 

112,146

 

 

 

 

107,618

 

Less: Progress payments applied

 

 

(25,575

)

 

 

 

(28,679

)

Net unbilled receivables

 

 

86,571

 

 

 

 

78,939

 

Receivables, net

 

$

280,705

 

 

 

$

244,689

 

 

The net receivable balance at September 30, 2006 includes $5.5 million related to the Corporation’s 2006 acquisitions.

 

4.

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)
 

 

 

September 30, 2006

 

 

 

December 31, 2005

 

Raw material

 

$

66,812

 

 

 

$

59,336

 

Work-in-process

 

 

57,070

 

 

 

 

43,099

 

Finished goods and component parts

 

 

57,343

 

 

 

 

52,825

 

Inventoried costs related to U.S. Government and other long-term contracts

 

 

37,497

 

 

 

 

27,533

 

Gross inventories

 

 

218,722

 

 

 

 

182,793

 

Less: Inventory reserves

 

 

(25,569

)

 

 

 

(25,377

)

Progress payments applied, principally related to long-term contracts

 

 

(14,170

)

 

 

 

(11,119

)

Inventories, net

 

$

178,983

 

 

 

$

146,297

 

 

 

The net inventory balance at September 30, 2006 includes $0.9 million related to the Corporation’s 2006 acquisitions.

 

Page 11 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5.

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 nine months ended September 30, 2006 are as follows:

 

 

 

 

 

(In thousands)

 

 

 

Flow
Control

 

 

 

Motion
Control

 

 

 

Metal
Treatment

 

 

 

Consolidated

 

December 31, 2005

 

$

117,169

 

 

 

$

250,896

 

 

 

$

20,093

 

 

 

$

388,158

 

Goodwill from 2006 acquisitions

 

 

11,889

 

 

 

 

 

 

 

 

4,240

 

 

 

 

16,129

 

Change in estimate to fair value of net assets acquired in prior years

 

 

(69

)

 

 

 

(875

)

 

 

 

 

 

 

 

(944

)

Additional consideration for prior years’ acquisitions

 

 

2,711

 

 

 

 

1,698

 

 

 

 

10

 

 

 

 

4,419

 

Currency translation adjustment

 

 

949

 

 

 

 

5,289

 

 

 

 

286

 

 

 

 

6,524

 

September 30, 2006

 

$

132,649

 

 

 

$

257,008

 

 

 

$

24,629

 

 

 

$

414,286

 

 

The purchase price allocations relating to the businesses acquired during 2006 are based on estimates and have not yet been finalized.

 

The Corporation completed its required annual goodwill impairment testing during the third quarter of 2006. The testing indicated that the recorded carrying value of the Corporation’s goodwill is not impaired.

 

6.

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.

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

September 30, 2006

 

 

Gross 

 

 

 

Accumulated Amortization 

 

 

 

Net 

 

Developed technology

 

$

96,599

 

 

$

(18,518

)

 

$

78,081

 

Customer related intangibles

 

 

76,437

 

 

 

(12,598

)

 

 

63,839

 

Other intangible assets

 

 

18,573

 

 

 

(3,299

)

 

 

15,274

 

Total

 

$

191,609

 

 

$

(34,415

)

 

$

157,194

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

 December 31, 2005

 

 

Gross 

 

 

 

Accumulated Amortization 

 

 

 

Net 

 

Developed technology

 

$

92,580

 

 

$

(13,510

)

 

$

79,070

 

Customer related intangibles

 

 

74,063

 

 

 

(8,960

)

 

 

65,103

 

Other intangible assets

 

 

16,697

 

 

 

(2,603

)

 

 

14,094

 

Total

 

$

183,340

 

 

$

(25,073

)

 

$

158,267

 

 

 

 

 

Page 12 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The following table presents the changes in the net balance of intangibles assets during the nine months ended September 30, 2006.

 

 

 

(In thousands)

 

 


Developed technology, net

 

 

 

Customer Related Intangibles, net

 

 

 

Other
Intangible
Assets, net

 

 

 

Total

 

December 31, 2005

$

79,070

 

 

 

$

65,103

 

 

 

$

14,094

 

 

 

$

158,267

 

Acquired during 2006

 

2,000

 

 

 

 

1,757

 

 

 

 

1,806

 

 

 

 

5,563

 

Amortization expense

 

(4,587

)

 

 

 

(3,566

)

 

 

 

(690

)

 

 

 

(8,843

)

Net currency translation adjustment

 

1,598

 

 

 

 

545

 

 

 

 

64

 

 

 

 

2,207

 

September 30, 2006

$

78,081

 

 

 

$

63,839

 

 

 

$

15,274

 

 

 

$

157,194

 

 

 

7.

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)

 

 

 

2006

 

 

 

2005

 

Warranty reserves at January 1,

 

$

9,850

 

 

 

$

9,667

 

Provision for current year sales

 

 

2,539

 

 

 

 

2,390

 

Increase due to acquisitions

 

 

27

 

 

 

 

1,796

 

Current year claims

 

 

(1,597

)

 

 

 

(1,858

)

Change in estimates to pre-existing warranties

 

 

(604

)

 

 

 

(1,363

)

Foreign currency translation adjustment

 

 

347

 

 

 

 

(319

)

Warranty reserves at September 30,

 

$

10,562

 

 

 

$

10,313

 

 

8.

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

 

Pension Plans

The components of net periodic pension cost for the three months ended September 30, 2006 and 2005 were:

 

 

 

 

 

(In thousands)

 

 

 

Curtiss-Wright Plans

 

 

 

EMD Plans

 

 

 

September 30,

 

 

 

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

2006

 

 

 

2005

 

Service cost

 

$

3,399

 

 

 

$

2,535

 

 

 

$

954

 

 

 

$

1,026

 

Interest cost

 

 

1,788

 

 

 

 

2,092

 

 

 

 

2,168

 

 

 

 

2,096

 

Expected return on plan assets

 

 

(4,079

)

 

 

 

(4,176

)

 

 

 

(2,159

)

 

 

 

(2,013

)

Amortization of prior service cost

 

 

80

 

 

 

 

41

 

 

 

 

78

 

 

 

 

Amortization of net loss

 

 

59

 

 

 

 

9

 

 

 

 

− 

 

 

 

 

− 

 

Amortization of transition asset

 

 

(1

)

 

 

 

(1

)

 

 

 

− 

 

 

 

 

− 

 

Net periodic benefit cost

 

$

1,246

 

 

 

$

500

 

 

 

$

1,041

 

 

 

$

1,112

 

 

 

Page 13 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The components of net periodic pension cost for the nine months ended September 30, 2006 and 2005 were:

 

 

 

 

   
(In thousands)
 

 

 

Curtiss-Wright Plans

 

 

 

EMD Plans

 

 

 

September 30,

 

 

 

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

2006

 

 

 

2005

 

Service cost

 

$

9,391

 

 

 

$

7,725

 

 

 

$

3,298

 

 

 

$

2,874

 

Interest cost

 

 

6,080

 

 

 

 

6,076

 

 

 

 

6,424

 

 

 

 

6,224

 

Expected return on plan assets

 

 

(12,329

)

 

 

 

(12,422

)

 

 

 

(6,523

)

 

 

 

(5,905

)

Amortization of prior service cost

 

 

208

 

 

 

 

101

 

 

 

 

80

 

 

 

 

3

 

Amortization of net loss

 

 

155

 

 

 

 

23

 

 

 

 

 

 

 

 

 

Amortization of transition asset

 

 

(3

)

 

 

 

(3

)

 

 

 

 

 

 

 

 

Other benefit costs

 

 

1,555

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic benefit cost

 

$

5,057

 

 

 

$

1,500

 

 

 

$

3,279

 

 

 

$

3,196

 

 

During the nine months ended September 30, 2006, the Corporation did not make any contributions to the Curtiss-Wright Pension Plan and no contributions are anticipated in 2006. Contributions to the EMD Pension Plan were $6.0 million during the first nine months of 2006 and no further contributions are expected during the remainder of the year.

 

The other benefit costs indicated above represent two events that are accounted for under SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (“FAS 88”). The first event is a settlement charge resulting from the retirement of a key executive and his subsequent election to receive his pension benefit as a single lump sum payout. As a result of this single lump sum payout, special settlement requirements under FAS 88 have been triggered. The second event resulted from special termination benefits offered for a limited period of time to certain employees in the Motion Control segment who were subject to a reduction in workforce with the Corporation during 2006. Consistent with the requirements of FAS 88, this liability is to be recognized when the employees accept the offer and the amount can be reasonably estimated. The Corporation does not expect to incur any material other benefit costs for the remainder of 2006.

 

Other Postretirement Benefit Plans

The components of the net postretirement benefit cost for the three months ended September 30, 2006 and 2005 were:

 

 

   
(In thousands)
 

 

 

Curtiss-Wright Plan

 

 

 

EMD Plan

 

 

 

September 30,

 

 

 

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

2006

 

 

 

2005

 

Service cost   $
      $
      $
132
      $
46
 

Interest cost

 

 

12

 

 

 

 

12

 

 

 

 

400

 

 

 

 

230

 

Amortization of net (gain) loss

 

 

(3

)

 

 

 

1

 

 

 

 

(131

)

 

 

 

(270

)

Net periodic benefit cost

 

$

9

 

 

 

$

13

 

 

 

$

401

 

 

 

$

6

 

 

The components of the net postretirement benefit cost for the nine months ended September 30, 2006 and 2005 were:

 

 

   
(In thousands)
 

 

 

Curtiss-Wright Plan

 

 

 

EMD Plan

 

 

 

September 30,

 

 

 

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

2006

 

 

 

2005

 

Service cost

 

$

 

 

 

$

 

 

 

$

397

 

 

 

$

427

 

Interest cost

 

 

34

 

 

 

 

26

 

 

 

 

1,200

 

 

 

 

1,336

 

Amortization of net gain

 

 

(8

)

 

 

 

(28

)

 

 

 

(392

)

 

 

 

(270

)

Net periodic benefit cost (income)

 

$

26

 

 

 

$

(2

)

 

 

$

1,205

 

 

 

$

1,493

 

 

Page 14 of 36

 


 

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

During the nine months ended September 30, 2006, the Corporation has paid $0.1 million and $1.4 million on the Curtiss-Wright and EMD postretirement plans, respectively. During 2006, the Corporation anticipates contributing $0.1 million and $1.9 million to the postretirement plans, respectively.

 

In September of 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. This Statement requires Companies to change how they report the funded status of their defined benefit pension and other postretirement benefit plans on their balance sheet. Please see Note 1 for the potential impact on the Corporation.

 

9.

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
September 30,
     
Nine Months Ended
September 30,
 

 

 

2006

 

2005

 

 

 

2006

 

2005

 

Basic weighted average shares outstanding

 

43,903

 

43,376

 

 

 

43,779

 

43,206

 

Dilutive effect of stock options and deferred stock compensation

 

435

 

570

 

 

 

475

 

574

 

Diluted weighted average shares outstanding

 

44,338

 

43,946

 

 

 

44,254

 

43,780

 

 

 

There were no antidilutive shares for the three and nine months ended September 30, 2006 and 2005.

 

10.

SHARE-BASED COMPENSATION

 

The Corporation has five active employee share-based compensation programs as explained in further detail below, which include non-qualified share options, employee stock purchase plan options, restricted stock units, performance shares, and performance restricted shares. Prior to January 1, 2006, the Corporation applied the intrinsic value method of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for stock-based employee awards. Accordingly, the Corporation did not recognize compensation expense for the issuance of non-qualified share options with an exercise price equal to the market value of the underlying common stock on the date of grant or for options granted under the employee stock purchase plan. As the requisite service period for performance shares, restricted stock units, and performance restricted shares did not begin until after January 1, 2006, no compensation cost was recorded in prior periods. Effective January 1, 2006, the Corporation adopted FAS 123(R) using the modified prospective transition method and therefore has not restated prior periods. Under this transition method, compensation cost associated with employee stock options recognized in 2006 includes compensation expense related to the remaining unvested portion of non-qualified share options granted prior to January 1, 2006. Additionally, FAS 123(R) requires that cash flows resulting from tax deductions in excess of compensation cost that had been reflected as operating cash flows be reflected as financing cash flows.

 

Page 15 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The compensation cost charged against income for employee share-based compensation programs during the three months and nine months ended September 30, 2006 was $1.4 million, before taxes of $0.4 million, and $4.3 million, before taxes of $1.2 million, respectively, as follows:

 

 

 

 

(In thousands)

 

 

 

Three Months
Ended

 

Nine Months
Ended

 

 

 

September 30,
2006

 

September 30,
2006

 

 

 

 

 

 

 

 

 

Non-qualified share options

 

$

770

 

$

2,409

 

Employee stock purchase options

 

 

355

 

 

966

 

Performance shares

 

 

213

 

 

641

 

Performance restricted shares

 

 

 

 

 

Other share-based payments

 

 

65

 

 

316

 

Total

 

$

1,403

 

$

4,332

 

Net income impact

 

$

1,015

 

$

3,087

 

EPS Impact:

 

 

 

 

 

 

 

Basic

 

$

0.02

 

$

0.07

 

Diluted

 

$

0.02

 

$

0.07

 

 

Other share-based payments include unrestricted share awards to employees and restricted stock awards to non-employee directors, who are treated as employees as prescribed by FAS 123(R). The compensation cost recognized follows the cost of the employee, which is primarily reflected as general and administrative expenses in the unaudited consolidated statements of earnings. No cost was capitalized during 2006.

 

Pro forma information regarding net earnings and earnings per share is required by FAS 123(R), and has been determined as if the Corporation had accounted for its employee non-qualified share options and employee stock purchase plan option grants under the fair value method in prior periods. The Corporation’s pro forma results are as follows:

 

 

 

 

(In thousands, except per share data)

 

 

 

Three Months
Ended

 

Nine Months
Ended

 

 

 

September 30,
2005

 

September 30,
2005

 

 

 

 

 

 

 

 

 

Net earnings, as reported

 

$

17,519

 

$

49,976

 

Add: Total share-based employee compensation cost, net of related tax effects, included in net income as reported

 

 

 

 

 

Deduct: Total share-based employee compensation cost determined under fair value based method for all awards, net of related tax effects

 

 

(596

)

 

(1,795

)

Pro forma net earnings

 

$

16,923

 

$

48,181

 

Net earnings per share:

 

 

 

 

 

 

 

As reported:

 

 

 

 

 

 

 

Basic

 

$

0.40

 

$

1.16

 

Diluted

 

$

0.40

 

$

1.14

 

Pro forma:

 

 

 

 

 

 

 

Basic

 

$

0.39

 

$

1.12

 

Diluted

 

$

0.39

 

$

1.10

 

 

 

Page 16 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

2005 Long-Term Incentive Plan (the “2005 LTI Plan”): Under the 2005 LTI Plan approved by stockholders in 2005 and effective as of May 19, 2005, an aggregate total of 5,000,000 shares of Common stock were registered. Issuances of Common stock to satisfy employee option exercises will be made from the Corporation’s treasury stock. The Corporation does not expect to repurchase any shares in 2006 to replenish treasury stock for issuances made to satisfy stock option exercises. No more than 200,000 shares of Common stock or 100,000 shares of restricted stock may be awarded in any year to any one participant in the 2005 LTI Plan. Awards under the 2005 LTI Plan currently consist of four components – performance units (cash), non-qualified stock options, performance shares, and performance restricted shares. Details regarding the performance units can be found in the Corporation’s 2005 Annual Report on Form 10-K.

 

Under the 2005 LTI Plan, the Corporation granted non-qualified stock options in 2005 to key employees. Grants under the 2005 LTI Plan were made in the fourth quarter of 2005. Stock options granted under the 2005 LTI Plan expire ten years after the date of the grant and are generally exercisable as follows: up to one-third of the grant after one year, up to two-thirds of the grant after two years, and in full three years from the date of grant.

 

Under the 2005 LTI Plan, the Corporation granted performance shares and performance restricted shares to certain of the Corporation’s key executives and are denominated in shares based on the fair market value of the Corporation’s Common stock on the date of grant. The performance shares were granted to certain officers of the Corporation in the fourth quarter of 2005 and are contingent upon the satisfaction of performance objectives keyed to achieving profitable growth over a period of three fiscal years commencing with the fiscal year following such award. The performance restricted shares were granted to certain key employees in the first quarter of 2006 and are contingent upon the satisfaction of performance objectives keyed to achieving certain operating income statistics in the year of grant are satisfied and the shares of common stock are subsequently restricted for an additional two years.

 

As of September 30, 2006, there are 4.5 million remaining allowable shares for issuance under the 2005 LTI Plan.

 

1995 Long-Term Incentive Plan (the “1995 LTI Plan”): Under the 1995 LTI Plan approved by stockholders in 1995 and as amended in 2002 and 2003, an aggregate total of 4,000,000 shares of Common stock were registered. Issuances of Common stock to satisfy employee option exercises will be made from the Corporation’s treasury stock. The Corporation does not expect to repurchase any shares in 2006 to replenish treasury stock for issuances made to satisfy stock option exercises. No more than 100,000 shares of Common stock could be awarded in any year to any one participant under the 1995 LTI Plan. Awards under the 1995 LTI Plan consisted of three components – performance units (cash), non-qualified stock options, and non-employee director grants. Details regarding the performance units can be found in the Corporation’s 2005 Annual Report on Form 10-K.

 

Under the 1995 LTI Plan, the Corporation granted non-qualified stock options in 2004 and 2003 to key employees. Grants under the 1995 LTI Plan were made in the fourth quarter of both years. Stock options granted under the 1995 LTI Plan expire ten years after the date of the grant and are generally exercisable as follows: up to one-third of the grant after one year, up to two-thirds of the grant after two years, and in full three years from the date of grant.

 

In May 2003, the Corporation’s Board of Directors and stockholders approved an amendment to the 1995 LTI Plan to authorize non-employee directors to participate in the plan. The amendment provided that each non-employee director could receive the equivalent of $15,000 of the Corporation’s Common stock per year. The Board of Directors approved and issued stock grants of 554 shares, 536 shares, and 960 shares in 2005, 2004, and 2003, respectively, of the Corporation’s Common stock to each of the eight non-employee directors. The stock grants were valued at $15,000 based on the market price of the Corporation’s Common stock on the grant date and were expensed at the time of issuance.

 

Page 17 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

During 2005, the 1995 LTI Plan was superseded by the 2005 LTI Plan. The shares that were not yet issued under the 1995 LTI Plan were deregistered and then registered under the 2005 LTI Plan. There are no new awards being granted under the 1995 LTI Plan and no remaining allowable shares for future awards under the 1995 LTI Plan. As of September 30, 2006 there were options representing a total of 1.3 million shares outstanding under the 1995 plan.

 

Non-Qualified Share Options: The fair value of the non-qualified share options was estimated at the date of grant using a Black-Scholes option pricing model with the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Corporation’s stock and other factors. The Corporation uses historical data to estimate the expected term of options granted. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

 

 

 

 

2005

 

 

 

2004

 

 

 

2003

 

Risk-free interest rate

 

 

4.52

%

 

 

 

3.89

%

 

 

 

3.68

%

Expected volatility

 

 

23.21

%

 

 

 

31.37

%

 

 

 

31.68

%

Expected dividend yield

 

 

0.86

%

 

 

 

0.64

%

 

 

 

0.94

%

Expected term (in years)

 

 

7.0

 

 

 

 

7.0

 

 

 

 

7.0

 

Weighted-average grant-date fair value of options

 

$

9.06

 

 

 

$

10.72

 

 

 

$

6.99

 

 

 

A summary of employee stock option activity under the 2005 and 1995 LTI Plans are as follows:

 

 

 

Shares
(000’s)

 

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term in Years

 

 

Aggregate
Intrinsic
Value
(000’s)

 

Outstanding at December 31, 2005

1,916

 

 

 

$

18.21

 

 

7.1

 

 

$

17,812

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

(215

)

 

 

 

11.72

 

 

 

 

 

 

 

 

Forfeited/Cancelled

(39

)

 

 

 

22.44

 

 

 

 

 

 

 

 

Outstanding at September 30, 2006

1,662

 

 

 

$

18.95

 

 

6.6

 

 

$

18,941

 

Exercisable at September 30, 2006

1,051

 

 

 

$

14.48

 

 

5.4

 

 

$

16,684

 

 

 

The total intrinsic value of stock options exercised during the first nine months of 2006 and 2005 was $4.5 million and $7.6 million, respectively.

 

As noted above, non-qualified stock option awards have a graded vesting schedule. Compensation cost is recognized on a straight-line basis over the requisite service period for each separately vesting portion of each award as if each award was, in-substance, multiple awards. During the third quarter of 2006, compensation cost associated with non-qualified stock options of $0.8 million was charged to expense. The Corporation has applied a forfeiture assumption of 7% in the calculation of such expense. As of September 30, 2006, there was approximately $1.8 million of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of 1.1 years.

 

Page 18 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Cash received from option exercises during the first nine months of 2006 and 2005 was $2.8 million and $4.3 million, respectively. The total tax benefit generated from options granted prior to December 31, 2005, which were exercised during the first nine months of 2006 and 2005, was $1.7 million and $2.9 million, respectively, and was credited to additional paid in capital.

 

Performance Shares, Restricted Stock Units, and Performance Restricted Shares: Since 2005, the Corporation has granted performance shares and performance restricted shares to certain employees under the 2005 LTI Plan, whose vesting is contingent upon meeting various departmental and company-wide performance goals, including net income targets against budget and as a percentage of sales against a peer group and operating income as a percentage of sales against budget. The non-vested shares are subject to forfeiture if employment is terminated other than due to death, disability or retirement, and the shares are nontransferable while subject to forfeiture.

 

In September 2006, the Corporation granted 65,818 restricted stock units to two key executives. Under the terms of the agreements, the shares will vest in 2016.

 

A summary of performance share, restricted stock units, and performance restricted share activity for the first nine months of 2006 is as follows:

 

 

 

 

Units
(000’s)

 

Weighted-Average Grant-Date Fair Value

Non-vested at December 31, 2005

 

217

 

$27.92

Granted

 

128

 

30.49

Vested

 

 

Forfeited

 

 

Non-vested at September 30, 2006

 

345

 

$28.87

 

The grant-date fair values of performance shares and performance restricted shares are based on the market price of the stock, and compensation cost is amortized to expense on a straight-line basis over the three-year requisite service period and assumes that 50% of the performance shares and 100% of the performance restricted shares will be forfeited. As forfeiture assumptions change, compensation cost will be adjusted on a cumulative basis in the period of the assumption change. The grant date fair values of the restricted stock units are based on the market price of the stock at the date of grant, and compensation cost is amortized to expense on a straight-line basis over the requisite service period, which ranged from 9.4 years to 10.1 years. As of September 30, 2006, there was $4.5 million of unrecognized compensation cost related to nonvested performance shares and restricted stock units, which is expected to be recognized over a period of 5.7 years.

 

Employee Stock Purchase Plan: The Corporation’s 2003 Employee Stock Purchase Plan (the “ESPP”) enables eligible employees to purchase the Corporation’s Common stock at a price per share equal to 85% of the lower of the fair market value of the Common stock at the beginning or end of each offering period. Each offering period of the ESPP lasts six months, with the first offering period commencing on January 1, 2004. Participation in the offering is limited to 10% of an employee’s base salary (not to exceed amounts allowed under Section 423 of the Internal Revenue Code), may be terminated at any time by the employee, and automatically ends on termination of employment with the Corporation. A total of 2,000,000 shares of Common stock have been reserved for issuance under the ESPP. The Common stock to satisfy the stock purchases under the ESPP will be newly issued shares of Common stock. During 2006, 195,536 shares were purchased under the ESPP. As of September 30, 2006, there were 1.6 million shares available for future offerings and the Corporation has withheld $1.4 million from employees, the equivalent of 52,000 shares. Compensation cost is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. The Corporation recognized $0.1 million of tax benefit associated with disqualifying dispositions during the first nine months of 2006.

 

The fair value of the employee stock purchase plan options was estimated at the date of grant using a Black-Scholes option pricing model with the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of the Corporation’s stock.

 

Page 19 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The Corporation uses historical data to estimate the expected term of options granted. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

 

 

 

 

2006

 

 

 

2005

 

 

 

2004

 

Risk-free interest rate

 

 

4.82

%

 

 

 

2.86

%

 

 

 

1.33

%

Expected volatility

 

 

23.25

%

 

 

 

30.98

%

 

 

 

23.99

%

Expected dividend yield

 

 

0.42

%

 

 

 

0.33

%

 

 

 

0.35

%

Expected term (in years)

 

 

0.5

 

 

 

 

0.5

 

 

 

 

0.5

 

Weighted-average grant-date fair value of options

 

$

6.52

 

 

 

$

6.68

 

 

 

$

5.61

 

 

 

2005 Stock Plan for Non-Employee Directors: The Stock Plan for Non-Employee Directors (“2005 Stock Plan”), approved by the stockholders in 2005, provided for the grant of stock awards and, at the option of the non-employee directors, the deferred payment of regular stipulated compensation and meeting fees in equivalent shares. Under the 2005 Stock Plan, the Corporation’s non-employee directors each receive an annual restricted stock award, which is subject to a three year restriction period commencing on the date of the grant. For 2006, the value of the award granted in the first quarter was $50,000. These restricted stock awards are subject to forfeiture if the non-employee director resigns or retires by reason of his or her decision not to stand for re-election prior to the lapsing of all restrictions, unless the restrictions are otherwise removed by the Committee on Directors and Governance. The cost of the restricted stock awards will be amortized over the three year restriction period from the date of grant, or such shorter restriction period as determined by the removal of such restrictions. Newly elected non-employee directors also receive a one-time restricted stock award, which during 2006 was valued at $25,000 and awarded in the second quarter. The total number of shares of Common stock available for grant under the 2005 Stock Plan may not exceed 100,000 shares. During 2006, the Corporation awarded 15,320 shares of restricted stock under the 2005 Stock Plan, of which 9,100 shares have been deferred by certain directors.

 

1996 Stock Plan for Non-Employee Directors: The Stock Plan for Non-Employee Directors (“1996 Stock Plan”), approved by the stockholders in 1996, authorized the grant of restricted stock awards and, at the option of the non-employee directors, the deferred payment of regular stipulated compensation and meeting fees in equivalent shares. Pursuant to the terms of the 1996 Stock Plan, non-employee directors received an initial restricted stock grant of 7,224 shares in 1996, which became unrestricted in 2001. Additionally, on the fifth anniversary of the initial grant, those non-employee directors who remained a non-employee director received an additional restricted stock grant equal to the product of increasing $13,300 at an annual rate of 2.96%, compounded monthly from the effective date of the 1996 Stock Plan. In 2001, the amount per director was calculated to be $15,419, representing a total additional grant of 3,110 restricted shares. The cost of the restricted stock awards is being amortized over the five-year restriction period from the date of grant. Prior to the effective date of the 2005 Stock Plan, newly elected non-employee directors received similar compensation under the terms of the 1996 Stock Plan upon their election to the Board.

 

Pursuant to election by non-employee directors to receive shares in lieu of payment for earned and deferred compensation under the 2005 and 1996 Stock Plans, the Corporation had provided for an aggregate additional 62,160 shares, at an average price of $19.83 as of September 30, 2006. During 2006, the Corporation issued 7,184 shares in compensation pursuant to such elections.

 

Page 20 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

11.  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 September 30, 2006

 

 

 

Flow Control

 

 

 

Motion Control

 

 

 

Metal Treatment

 

 

 

Segment Totals

 

 

 

Corporate & Other

 

 

 

Consolidated Totals

 

Revenue from external customers

 

$

129,819

 

 

 

$

125,639

 

 

 

$

56,343

 

 

 

$

311,801

 

 

 

$

 

 

 

 

$

311,801

 

Intersegment revenues

 

 

 

 

 

 

584

 

 

 

 

236

 

 

 

 

820

 

 

 

 

(820

)

 

 

 

 

Operating income

 

 

14,014

 

 

 

 

15,310

 

 

 

 

10,448

 

 

 

 

39,772

 

 

 

 

(2,521

)

 

 

 

37,251

 

 

 

 

 

(In thousands)
Three Months Ended September 30, 2005

 

 

 

Flow Control

 

 

 

Motion Control

 

 

 

Metal Treatment

 

 

 

Segment Totals

 

 

 

Corporate & Other

 

 

 

Consolidated Totals

 

Revenue from external customers

 

$

112,126

 

 

 

$

110,242

 

 

 

$

48,987

 

 

 

$

271,355

 

 

 

$

 

 

 

 

$

271,355

 

Intersegment revenues

 

 

 

 

 

 

245

 

 

 

 

142

 

 

 

 

387

 

 

 

 

(387

)

 

 

 

 

Operating income

 

 

13,800

 

 

 

 

11,203

 

 

 

 

8,618

 

 

 

 

33,621

 

 

 

 

(1,180

)

 

 

 

32,441

 

 

 

 

 

(In thousands)
Nine Months Ended September 30, 2006

 

 

 

Flow Control

 

 

 

Motion Control

 

 

 

Metal Treatment

 

 

 

Segment Totals

 

 

 

Corporate & Other

 

 

 

Consolidated Totals

 

Revenue from external customers

 

$

380,277

 

 

 

$

356,496

 

 

 

$

167,215

 

 

 

$

903,988

 

 

 

$

 

 

 

 

$

903,988

 

Intersegment revenues

 

 

 

 

 

 

951

 

 

 

 

601

 

 

 

 

1,552

 

 

 

 

(1,552

)

 

 

 

 

Operating income

 

 

36,901

 

 

 

 

33,436

 

 

 

 

31,630

 

 

 

 

101,967

 

 

 

 

(7,020

)

 

 

 

94,947

 

 

 

 

 

(In thousands)
Nine Months Ended September 30, 2005

 

 

 

Flow
Control

 

 

 

Motion
Control

 

 

 

Metal
Treatment

 

 

 

Segment
Totals

 

 

 

Corporate
& Other

 

 

 

Consolidated
Totals

 

Revenue from external customers

 

$

335,863

 

 

 

$

328,180

 

 

 

$

148,992

 

 

 

$

813,035

 

 

 

$

 

 

 

 

$

813,035

 

Intersegment revenues

 

 

 

 

 

 

521

 

 

 

 

380

 

 

 

 

901

 

 

 

 

(901

)

 

 

 

 

Operating income

 

 

36,905

 

 

 

 

30,331

 

 

 

 

25,547

 

 

 

 

92,783

 

 

 

 

323

 

 

 

 

93,106

 

 

 

 

 

 

(In thousands)
Identifiable Assets

 

 

 

Flow Control

 

 

 

Motion Control

 

 

 

Metal Treatment

 

 

 

Segment Totals

 

 

 

Corporate & Other

 

 

 

Consolidated Totals

 

September 30, 2006

 

$

501,150

 

 

 

$

687,542

 

 

 

$

216,281

 

 

 

$

1,404,973

 

 

 

$

82,227

 

 

 

$

1,487,200

 

December 31, 2005

 

 

440,550

 

 

 

 

653,037

 

 

 

 

194,316

 

 

 

 

1,287,903

 

 

 

 

112,382

 

 

 

 

1,400,285

 

                

 

Page 21 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Adjustments to reconcile to earnings before income taxes:

 

 

 

(In thousands)

 

 

 

Three months ended

 

 

 

Nine months ended

 

 

 

September 30,

 

 

 

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

2006

 

 

 

2005

 

Total segment operating income

 

$

39,772

 

 

 

$

33,621

 

 

 

$

101,967

 

 

 

$

92,783

 

Corporate and administrative

 

 

(2,521

)

 

 

 

(1,180

)

 

 

 

(7,020

)

 

 

 

(2,436

)

Gain on sale of Corporate real estate and fixed assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,759

 

Other income (expense), net

 

 

(18

)

 

 

 

279

 

 

 

 

295

 

 

 

 

(421

)

Interest expense

 

 

(5,721

)

 

 

 

(4,912

)

 

 

 

(17,103

)

 

 

 

(13,993

)

Earnings before income taxes

 

$

31,512

 

 

 

$

27,808

 

 

 

$

78,139

 

 

 

$

78,692

 

 

12.

COMPREHENSIVE INCOME

 

Total comprehensive income for the three and nine months ended September 30, 2006 and 2005 are as follows:

 

 

 

(In thousands)

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

September 30,

 

 

 

2006

 

 

 

2005

 

 

 

2006

 

 

 

2005

 

Net earnings

 

$

20,356

 

 

 

$

17,519

 

 

 

$

53,726

 

 

 

$

49,976

 

Equity adjustment from foreign currency translations

 

 

473

 

 

 

 

1,907

 

 

 

 

16,667

 

 

 

 

(13,579

)

Total comprehensive income

 

$

20,829

 

 

 

$

19,426

 

 

 

$

70,393

 

 

 

$

36,397

 

 

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.

 

13.

CONTINGENCIES AND COMMITMENTS

 

The Corporation, through its Flow Control segment, has several Nuclear Regulatory Commission (“NRC”) licenses necessary for the continued operation of its commercial nuclear operations. 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 the decommissioning costs of the refurbishment facility, which is planned for 2017, is $3.1 million.

 

The Corporation enters into standby letters of credit agreements with financial institutions and customers primarily relating to guarantees of repayment on certain Industrial Revenue Bonds, future performance on certain contracts to provide products and services, and to secure advance payments the Corporation has received from certain international customers. At September 30, 2006, and December 31, 2005 the Corporation had contingent liabilities on outstanding letters of credit of $20.4 million and $32.3 million, respectively.

 

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.

 

14.

SUBSEQUENT EVENTS

 

 

Early in the fourth quarter, the Corporation released a tax reserve associated with the sale of a former facility as a result of the expiration of the statute of limitations. The impact on the fourth quarter of 2006 is $1.5 million, net of tax.

 

Page 22 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

PART I – ITEM 2

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS of OPERATIONS

 

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 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; adverse labor actions involving key customers or suppliers; product demand and market acceptance risks; the effect of economic conditions and fluctuations in foreign currency exchange rates; 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, 2005; 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.

 

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

 

COMPANY ORGANIZATION

 

We are a diversified, multinational provider of highly engineered, technologically advanced, value-added products and services to a broad range of industries in the motion control, flow control, and metal treatment markets. We are positioned as a market leader across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. We provide products and services to a number of global markets, such as defense, commercial aerospace, commercial power, oil and gas, automotive, and general industrial. We have achieved balanced growth through the successful application of our core competencies in engineering and precision manufacturing, adapting these competencies to new markets through internal product development and a disciplined program of strategic acquisitions. Our overall strategy is to be a balanced and diversified company, less vulnerable to cycles or downturns in any one business sector, and to establish strong positions in profitable niche markets. Approximately 50% of our revenues are generated from defense-related markets.

 

We manage and evaluate our operations based on the products and services we offer and the different industries and markets we serve. Based on this approach, we have three reportable segments: Flow Control, Motion Control, and Metal Treatment. For further information on our products and services and the major markets served by our three segments, please refer to our Annual Report on Form 10-K for the year ended December 31, 2005.

 

RESULTS of OPERATIONS

 

Analytical definitions

 

Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental” and “base” are used to explain changes from period to period. The term “incremental” is used to highlight the impact acquisitions had on the current year results, for which there was no comparable prior-year period. Therefore, the results of operations for acquisitions are “incremental” for the first twelve months from the date of acquisition. The remaining businesses are referred to as the “base” businesses, and growth in these base businesses is referred to as “organic.” During 2006, we redefined the method of calculating organic growth by including the results of operations for acquisitions in the base business after twelve full months of ownership.

 

Therefore, for the nine months ended September 30, 2006, our organic growth calculations exclude the operations of the 2006 acquisitions, as well as the first two months of operations during 2006 of Indal Technologies, which was acquired in March 2005. For the three months ended September 30, 2006, our organic growth calculations exclude the operations of the 2006 acquisitions. These excluded results of operations from the organic calculation are considered “incremental”.

 

Three months ended September 30, 2006

 

Sales for the third quarter of 2006 totaled $311.8 million, an increase of 15% from sales of $271.4 million for the third quarter of 2005. New orders received for the current quarter of $324.1 million were up 17% from new orders of $277.2 million for the third quarter of 2005. The acquisitions made in 2006 contributed $10.0 million in incremental new orders received in the third quarter of 2006. Backlog increased 11% to $893.4 million at September 30, 2006 from $805.6 million at December 31, 2005. The acquisitions made during 2006 represented $13.5 million of the backlog at September 30, 2006. Approximately 62% of our backlog is defense-related.

 

Sales growth for the third quarter of 2006, as compared to the same period last year, was driven by strong organic growth in all three of our operating segments and the contribution of the 2006 acquisitions. Our Motion Control, Flow Control and Metal Treatment segments experienced organic sales growth of 14%, 11%, and 9%, respectively, while the 2006 acquisitions contributed $7.8 million in incremental sales during the third quarter of 2006.

 

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

 

 

In our base businesses, higher sales to the ground defense, oil and gas, commercial aerospace, and power generation markets drove our organic sales growth. Sales of our Motion Control segment’s embedded computing products provided the majority of the $8.2 million improvement in the ground defense market. Our Flow Control segment’s coker valve products continued to penetrate the oil and gas market, and contributed significantly to our $7.7 million increase in this market. Global original equipment manufacturer (“OEM”) products, spares, and repair and overhaul services revenues were up in our Motion Control segment, the main contributor to the $7.0 million increase in the commercial aerospace market. Sales to the power generation market from our Flow Control Segment drove the $6.5 million increase to this market, due to timing of plant outages. In addition, foreign currency translation favorably impacted sales by $3.1 million for the quarter ended September 30, 2006, compared to the prior year period.

 

Operating income for the third quarter of 2006 totaled $37.3 million, an increase of 15% over the $32.4 million in the third quarter of 2005. Overall operating income increased 14%, organically, for the same comparable prior year period due to higher sales volumes, favorable sales mix, and cost control initiatives. Our three business segments produced overall organic operating income growth of 18% in the third quarter of 2006 as compared to the third quarter of 2005, driven primarily by our Motion Control segment, which experienced organic operating income growth of 37% due mainly to increased sales volume, improved performance on long term contracts, and increased efficiencies as a result of our business integration initiatives within our embedded computing division. Our Metal Treatment segment experienced organic operating income growth of 20% mainly due to higher sales volume, while our Flow Control segment’s organic operating income increased slightly compared to the prior year period, as higher sales volume was offset by business integration costs, unfavorable sales mix, and higher material costs. Our 2006 acquisitions generated incremental operating income of $0.2 million in the third quarter of 2006.

 

Operating income in the third quarter of 2006 as compared to the prior year period included higher general and administrative costs related to the adoption of FAS 123(R), which lowered operating income by $1.1 million, and $0.8 million of higher pension expense related to the Curtiss-Wright pension plans. Foreign currency translation had minimal impact on operating income for the third quarter of 2006, as compared to the prior year period.

 

Net earnings for the third quarter of 2006 totaled $20.4 million, or $0.46 per diluted share, an increase of 16% as compared to net earnings for the third quarter of 2005 of $17.5 million, or $0.40 per diluted share. Higher interest rates, partially offset by lower average debt outstanding, led to higher net interest expense of $0.5 million in the third quarter of 2006 as compared to the third quarter of 2005.

 

Nine months ended September 30, 2006

 

Sales for the first nine months of 2006 totaled $904.0 million, an increase of 11% from sales of $813.0 million for same period last year. New orders received for the first nine months of $976.3 million were up 10% over the new orders of $888.0 million for the first nine months of 2005. The acquisitions made in 2005 and 2006 contributed $21.8 million in incremental new orders received in the first nine months of 2006.

 

Organic sales growth of 9% for the first nine months of 2006, as compared to the same period last year, was driven by our Flow Control and Metal Treatment segments, which experienced organic growth of 11% and 9%, respectively, compared to the prior year period. Our Motion Control segment’s organic sales increased 7% in the first nine months of 2006 as compared to the prior year period. Sales for the first nine months of 2006 also benefited from the 2005 and 2006 acquisitions, which contributed $18.6 million in incremental sales.

 

In our base businesses, higher sales to the oil and gas, commercial aerospace, and ground defense markets drove our organic sales growth. Our Flow Control segment’s coker valve products continued to penetrate the oil and gas market, and contributed significantly to the $23.4 million increase in this market.

 

Page 25 of 36

 


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

 

Global original equipment manufacturer (“OEM”) products, spares, and repair and overhaul services revenues in our Motion Control segment were the main contributor to the $21.4 million increase in the commercial aerospace market. Sales of our Motion Control segment’s embedded computing products provided the majority of the $14.5 million improvement in the ground defense market. Foreign currency translation had minimal impact on sales for the first nine months of 2006, compared to the prior year period.

 

Operating income for the first nine months of 2006 totaled $94.9 million, up 2% over the $93.1 million from the same period last year. Operating income for the first nine months of 2005 included a gain of $2.8 million related to the sale of a non-operating property. Overall organic operating income increased 3% for the first nine months of 2006 compared to the same period in 2005 as organic operating income growth of 11% in our three business segments was partially offset by increased pension and other corporate costs. Our Metal Treatment segment experienced organic operating income growth of 22% due mainly to the incremental margin on higher sales volume. Our Motion Control segment experienced organic operating income growth of 13% mainly due to higher sales volume, improvement on long-term contract performance, and increased efficiencies as a result of our business integration initiatives within our embedded computing division. Our Flow Control segment’s organic operating income increased 2%, as higher volumes were offset by business integration costs, unfavorable sales mix, and higher material costs. Additionally, our 2006 acquisitions experienced an operating loss of $1.0 million in the first nine months of 2006 due to business integration costs and timing of their contracts.

 

Additionally, operating income in the first nine months of 2006 as compared to the prior year period included higher general and administrative costs related to the adoption of FAS 123(R), which lowered operating income by $3.4 million. Foreign exchange translation adversely impacted operating income by $2.5 million for the first nine months of 2006, mainly due to the strengthening of the Canadian dollar earlier in the year, as compared to the prior year period.

 

Corporate and other costs increased $7.3 million due mainly to higher pension expense of $3.6 million related to the Curtiss-Wright pension plans, and the first quarter 2005 gain of $2.8 million on the sale of a non operating facility that did not recur in 2006.

 

Net earnings for the first nine months of 2006 totaled $53.7 million, or $1.21 per diluted share, an increase of 8% as compared to the net earnings for the first nine months of 2005 of $50.0 million, or $1.14 per diluted share. Our effective tax rate for the first nine months of 2006 was favorably impacted by tax benefits of $2.0 million relating to research and development credits from our Canadian operations and the impact of a Canadian tax law change enacted during the second quarter of 2006, which resulted in a $1.6 million favorable adjustment. Higher interest rates, partially offset by lower average outstanding debt, led to higher interest expense of $2.0 million, net after tax, in the first nine months of 2006 as compared to the prior year period.

 

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

MANAGEMENT’S DISCUSSION and ANALYSIS of

FINANCIAL CONDITION and RESULTS of OPERATIONS, continued

 

Segment Operating Performance:

                         

 

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
  2006   2005   %
Change
  2006   2005   %
Change

Sales:

                       

Flow Control

    $   129,819       $   112,126         15.8 %       $   380,277       $   335,863     13.2%

Motion Control

      125,639         110,242         14.0 %         356,496         328,180     8.6%

Metal Treatment

      56,343         48,987         15.0 %         167,215         148,992     12.2%

 

                       

Total Sales

    $   311,801       $   271,355         14.9 %       $   903,988       $   813,035     11.2%

Operating Income:

                       

Flow Control

    $   14,014       $   13,800         1.6 %       $   36,901       $   36,905     0.0%

Motion Control

      15,310         11,203         36.7 %         33,436         30,331     10.2%

Metal Treatment

      10,448         8,618         21.2 %         31,630         25,547     23.8%

Total Segment

      39,772         33,621         18.3 %         101,967         92,783     9.9%