Astronics Corp. 10-Q/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q /A
Amendment No. 1
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Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2006
or
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Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 0-7087
ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction of
incorporation or organization)
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16-0959303
(IRS Employer Identification Number) |
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130 Commerce Way East Aurora, New York
(Address of principal executive offices)
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14052
(Zip code) |
(716) 805-1599
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(g) of the Act:
$.01 par value Common Stock, $.01 par value Class B Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
As of September 30, 2006 8,020,482 shares of common stock were outstanding consisting of
6,620,012 shares of common stock ($.01 par value) and 1,400,470 shares of Class B common stock
($.01 par value).
EXPLANATORY NOTE
We have restated the Company’s unaudited consolidated financial statements for the three and nine
months ended September 30, 2006 and October 1, 2005 in this Amendment No. 1 on Form 10-Q/A (“Form
10-Q/A”) to our Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2006 (the “Form
10-Q”) initially filed with the Securities and Exchange Commission (the “Commission”) on November
14, 2006 (the “Original Filing”). This, which reflects third quarter 2006 restated financial
statements and related footnote disclosures to correct an error which overstated sales and net
income reported on the income statement for the three months ended September 30, 2006 by $0.8
million and $0.3 million respectively, overstated sales and net income reported on the income
statement for the nine months ended September 30, 2006 by $0.7 million and $0.2 million
respectively, overstated sales and net income reported on the income statement for the three months
ended October 1, 2005 by $0.8 million and $0.3 million respectively and overstated sales and net
income reported on the income statement for the nine months ended October 1, 2005 by $0.8 million
and $0.3 million respectively.
As required by Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, Astronic’s
principal executive officer and principal financial officer are providing Rule 13a-14(a)
certifications dated March 14, 2007 in connection with this Form 10-K/A (but otherwise identical to
their prior certifications) and are also furnishing, but not filing, written statements pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 dated March 14, 2007 (but otherwise identical to
their prior statements); and Astronics is re-filing the Consent of Independent Registered Public
Accounting Firm dated March 14, 2007 (identical to the previously filed consent).
The amendment on Form 10-K/A (“Form 10-K/A”) to the Company’s Annual Report on Form 10-K for the
period ended December 31, 2005, initially filed with the Securities and Exchange Commission on
March 27, 2006 (the “Original Filing”), reflects 2005 restated financial statements and related
footnote disclosures to correct an error which overstated sales reported on the income statement at
December 31, 2005 by $1.0 million and net income by $0.4 million.
On March 5, 2007, the Company concluded that its financial statements for the year ended December
31, 2005 and each of the quarters ended April, 1, 2006, July 1, 2006 and September 30, 2006 should
be restated to correct an error whereby the Company incorrectly reported revenue from a bill and
hold arrangement with one customer.
This correction resulted in the following:
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Nine Months Ended |
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Three months ended |
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September 30, |
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October 1, |
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September 30, |
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October 1, |
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December 31, |
| (In thousands) |
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2006 |
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2005 |
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2006 |
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2005 |
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2005 |
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a) A reduction in Sales |
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$ |
(658 |
) |
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$ |
(795 |
) |
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$ |
(788 |
) |
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$ |
(795 |
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N/A |
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b) A reduction in Cost of Products Sold
associated with the change in Sales |
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(341 |
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(286 |
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(386 |
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(286 |
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N/A |
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c) A reduction in Income Before Taxes
from Continuing Operations |
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(317 |
) |
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(509 |
) |
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(402 |
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(509 |
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N/A |
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d) A reduction Income Tax Expense
associated with the change in Income
Before Taxes from Continuing Operations |
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(108 |
) |
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(173 |
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(137 |
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(173 |
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N/A |
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e) A reduction in Net Income |
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(209 |
) |
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(336 |
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(265 |
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(336 |
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N/A |
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f) A reduction in Basic Earnings Per
Share |
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(0.03 |
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(0.04 |
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(0.03 |
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(0.04 |
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N/A |
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g) A reduction in Diluted Earnings Per
Share |
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(0.03 |
) |
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(0.04 |
) |
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(0.03 |
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(0.04 |
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N/A |
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h) An increase in Deferred Revenue due
to the related change in Sales |
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1,656 |
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795 |
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1,656 |
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795 |
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$ |
998 |
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i) An increase Finished Goods Inventory
due to the related change in Cost of
Products Sold |
|
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709 |
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286 |
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709 |
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286 |
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|
368 |
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2
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Nine Months Ended |
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Three months ended |
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September 30, |
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October 1, |
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September 30, |
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October 1, |
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December 31, |
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2006 |
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2005 |
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2006 |
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2005 |
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2005 |
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j) An increase in Current Deferred tax
Assets associated with the change in
Income Before Taxes from Continuing
Operations |
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322 |
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173 |
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322 |
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173 |
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214 |
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k) A reduction in Retained Earnings
associated with the correction |
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(625 |
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(336 |
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(625 |
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(336 |
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(416 |
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All referenced amounts in this report as of September 30, 2006 and December 31, 2005, and for the
three and nine months ended September 30, 2006 and October 1, 2005, reflect balances and amounts on
a restated basis. All of our future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q
and Form 10Q/A will reflect the restated information included in this Form 10-Q/A, as applicable.
This Form 10-Q/A is filed as part of the restatement (the “Restatement”) of our previously
issued financial statements for the year ended December 31, 2005 as well as the Company’s selected financial data for 2005 as set forth in Item 6 of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005. Accordingly, we are also filing with the Commission substantially
contemporaneously herewith (i) an amendment on Form 10-K/A to our Annual Report on Form 10-K for
the year ended December 31, 2005, (ii) an amendment on Form 10-Q/A to our Quarterly Report on Form
10-Q for the quarter ended April 1, 2006 and (iii) an amendment on Form 10-Q/A to our Quarterly
Report on Form 10-Q for the quarter ended July 1, 2006. These additional amended filings with the
Commission correct the same types of errors noted above. We do not intend to file any other amended
Annual Reports on Form 10-K affected by this Restatement.
This Amendment No. 1 amends only the following portions of the 10-Q; the remainder of the form 10-Q
is unchanged and is not reproduced in the Amendment No. 1. The Amendment No. 1 does not reflect
the events occurring after the original filing date of the Form 10-Q. Also, the Original Filing
has been amended to contain currently dated certifications from the Company’s Chief Executive
Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act
(See Exhibits 31.1, 31.2 and 32).
This Amendment No. 1 contains changes to the following disclosures:
Part I, Item 1 – Financial Statements
Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part I, Item 4 – Controls and Procedures
Part II, Item 6 – Exhibits and reports on Form 8-K
3
TABLE OF CONTENTS
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EX-31.1 302 Certification for CEO |
EX-31.2 302 Certification for CFO |
EX-32 906 Certification for CEO and CFO |
| EX-31.1 |
| EX-31.2 |
| EX-32 |
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
ASTRONICS CORPORATION
Consolidated Balance Sheet
September 30, 2006
with Comparative Figures for December 31, 2005
(dollars in thousands except per share amounts)
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September 30, |
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December 31, |
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2006 |
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2005 |
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Restated |
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Restated |
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(Unaudited) |
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Current Assets: |
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Cash and Cash Equivalents |
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$ |
645 |
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$ |
4,473 |
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Accounts Receivable, net of allowance for
doubtful
accounts of $279 in 2006 and $365 in 2005 |
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18,065 |
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12,635 |
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Inventories |
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27,293 |
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19,381 |
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Prepaid Expenses |
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1,227 |
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626 |
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Deferred Taxes |
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1,061 |
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989 |
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Total Current Assets |
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48,291 |
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38,104 |
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Property, Plant and Equipment, at cost |
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33,999 |
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31,665 |
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Less Accumulated Depreciation and Amortization |
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12,778 |
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11,204 |
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Net Property, Plant and Equipment |
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21,221 |
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20,461 |
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Intangible Assets, net of accumulated
amortization of
$559 in 2006 and $329 in 2005 |
|
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3,170 |
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3,400 |
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Goodwill |
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2,780 |
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|
2,686 |
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Other Assets |
|
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1,741 |
|
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|
1,788 |
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Total Assets |
|
$ |
77,203 |
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$ |
66,439 |
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|
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See notes to consolidated financial statements.
5
ASTRONICS CORPORATION
Consolidated Balance Sheet
September 30, 2006
with Comparative Figures for December 31, 2005
(dollars in thousands except per share amounts)
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September 30, |
|
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December 31, |
|
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2006 |
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2005 |
|
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Restated |
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Restated |
|
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(Unaudited) |
|
|
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Current Liabilities: |
|
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|
|
|
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Current Maturities of Long-term Debt |
|
$ |
921 |
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$ |
914 |
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Note Payable |
|
|
7,900 |
|
|
|
7,000 |
|
Accounts Payable |
|
|
9,878 |
|
|
|
5,421 |
|
Accrued Payroll and Employee Benefits |
|
|
3,885 |
|
|
|
3,861 |
|
Income Taxes Payable |
|
|
— |
|
|
|
171 |
|
Customer Advanced Payments and Deferred Revenue |
|
|
5,238 |
|
|
|
5,402 |
|
Contract Loss Reserve |
|
|
— |
|
|
|
830 |
|
Other Accrued Expenses |
|
|
1,498 |
|
|
|
1,156 |
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|
|
|
|
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Total Current Liabilities |
|
|
29,320 |
|
|
|
24,755 |
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|
|
|
|
|
|
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Long-term Debt |
|
|
9,837 |
|
|
|
10,304 |
|
Supplemental Retirement Plan and Other Benefits |
|
|
4,622 |
|
|
|
4,494 |
|
Other Liabilities |
|
|
1,365 |
|
|
|
1,317 |
|
Deferred Income Taxes |
|
|
192 |
|
|
|
151 |
|
|
|
|
|
|
|
|
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Shareholders’ Equity: |
|
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Common Stock, $.01 par value |
|
|
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Authorized 20,000,000 shares, issued
7,298,450 in 2006, 7,082,100 in 2005 |
|
|
72 |
|
|
|
71 |
|
Class B Stock, $.01 par value |
|
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Authorized 5,000,000 shares, issued
1,506,282 in 2006, 1,603,323 in 2005 |
|
|
15 |
|
|
|
16 |
|
Additional Paid-in Capital |
|
|
5,289 |
|
|
|
3,808 |
|
Accumulated Other Comprehensive Income |
|
|
838 |
|
|
|
799 |
|
Retained Earnings |
|
|
29,372 |
|
|
|
24,443 |
|
|
|
|
|
|
|
|
|
|
|
35,586 |
|
|
|
29,137 |
|
Less Treasury Stock: 784,250 shares in 2006
and 2005 |
|
|
3,719 |
|
|
|
3,719 |
|
|
|
|
|
|
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Total Shareholders’ Equity |
|
|
31,867 |
|
|
|
25,418 |
|
|
|
|
|
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Total Liabilities and Shareholders’ Equity |
|
$ |
77,203 |
|
|
$ |
66,439 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
6
ASTRONICS CORPORATION
Consolidated Statement of Income and Retained Earnings
Three and Nine Months Ended September 30, 2006
with Comparative Figures for 2005
(Unaudited)
(dollars in thousands except per share data)
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|
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|
|
|
|
|
|
|
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Nine Months Ended |
|
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Three Months Ended |
|
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|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| |
|
Restated |
|
|
Restated |
|
|
Restated |
|
|
Restated |
|
Sales |
|
$ |
81,847 |
|
|
$ |
54,121 |
|
|
$ |
27,752 |
|
|
$ |
19,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cost of products sold |
|
|
63,550 |
|
|
|
43,368 |
|
|
|
21,633 |
|
|
|
15,661 |
|
Selling, general and
administrative
expenses |
|
|
9,931 |
|
|
|
7,692 |
|
|
|
3,469 |
|
|
|
2,899 |
|
Interest expense, net of interest
income |
|
|
650 |
|
|
|
519 |
|
|
|
232 |
|
|
|
202 |
|
Other income |
|
|
(39 |
) |
|
|
(13 |
) |
|
|
(5 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
74,092 |
|
|
|
51,566 |
|
|
|
25,329 |
|
|
|
18,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
7,755 |
|
|
|
2,555 |
|
|
|
2,423 |
|
|
|
873 |
|
Provision for Income Taxes |
|
|
2,826 |
|
|
|
1,295 |
|
|
|
775 |
|
|
|
419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
4,929 |
|
|
$ |
1,260 |
|
|
$ |
1,648 |
|
|
$ |
454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
Retained Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
24,443 |
|
|
|
22,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
$ |
29,372 |
|
|
$ |
23,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.62 |
|
|
$ |
0.16 |
|
|
$ |
0.21 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.60 |
|
|
$ |
0.16 |
|
|
$ |
0.20 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
7
ASTRONICS CORPORATION
Consolidated Statement of Cash Flows
Nine Months Ended September 30, 2006
with Comparative Figures for 2005
(Unaudited)
(dollars in thousands)
| |
|
|
|
|
|
|
|
|
| |
|
September 30, |
|
|
October 1, |
|
| |
|
2006 |
|
|
2005 |
|
| |
|
Restated |
|
|
Restated |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,929 |
|
|
$ |
1,260 |
|
Adjustments to reconcile net income to cash
(used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
1,960 |
|
|
|
2,042 |
|
Deferred Taxes |
|
|
(6 |
) |
|
|
332 |
|
Other |
|
|
— |
|
|
|
(195 |
) |
Provision for non-cash losses on inventories and receivables |
|
|
(125 |
) |
|
|
498 |
|
Stock Compensation Expense |
|
|
493 |
|
|
|
— |
|
Cash flows from changes in operating assets and
liabilities, excluding effects of acquisition: |
|
|
|
|
|
|
|
|
Accounts Receivable |
|
|
(5,303 |
) |
|
|
(2,330 |
) |
Inventories |
|
|
(7,745 |
) |
|
|
(4,879 |
) |
Prepaid Expenses |
|
|
(347 |
) |
|
|
(165 |
) |
Accounts Payable |
|
|
4,422 |
|
|
|
1,639 |
|
Accrued Expenses |
|
|
408 |
|
|
|
1,072 |
|
Customer Advanced Payments and Deferred Revenue |
|
|
(164 |
) |
|
|
795 |
|
Contract Loss Reserves |
|
|
(830 |
) |
|
|
— |
|
Income Taxes |
|
|
(410 |
) |
|
|
1,339 |
|
Supplemental Retirement and Other Liabilities |
|
|
64 |
|
|
|
— |
|
|
|
|
|
|
|
|
Cash (used in) provided by Operating Activities |
|
|
(2,654 |
) |
|
|
1,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Business Acquisition |
|
|
— |
|
|
|
(13,366 |
) |
Proceeds from sale of short-term investments |
|
|
— |
|
|
|
1,000 |
|
Capital Expenditures |
|
|
(2,300 |
) |
|
|
(1,765 |
) |
Other |
|
|
(74 |
) |
|
|
(162 |
) |
|
|
|
|
|
|
|
Cash used in Investing Activities |
|
|
(2,374 |
) |
|
|
(14,293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Principal Payments on Long-term Debt and Capital Lease
Obligations |
|
|
(529 |
) |
|
|
(506 |
) |
Proceeds from Note Payable |
|
|
3,200 |
|
|
|
7,000 |
|
Payment on Note Payable |
|
|
(2,300 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
916 |
|
|
|
162 |
|
Income tax benefit from exercise of stock options |
|
|
72 |
|
|
|
— |
|
Other |
|
|
(83 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Cash provided by Financing Activities |
|
|
1,276 |
|
|
|
6,656 |
|
|
|
|
|
|
|
|
Effect of Exchange Rates on Cash |
|
|
(76 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
|
Cash used in Continuing Operations |
|
|
(3,828 |
) |
|
|
(6,243 |
) |
Cash used in Discontinued Operations operating activities |
|
|
— |
|
|
|
(447 |
) |
|
|
|
|
|
|
|
Net decrease in Cash and Cash Equivalents |
|
|
(3,828 |
) |
|
|
(6,690 |
) |
Cash at Beginning of Period |
|
|
4,473 |
|
|
|
8,476 |
|
|
|
|
|
|
|
|
Cash at End of Period |
|
$ |
645 |
|
|
$ |
1,786 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements
8
ASTRONICS CORPORATION
Notes to Consolidated Financial Statements
September 30, 2006
(Unaudited)
1) Basis of Presentation
The accompanying unaudited statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information. Accordingly, they do not include all of
the information and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have been included. The results of
operations for any interim period are not necessarily indicative of results for the full year.
Operating results for the nine month period ended September 30, 2006 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2006.
The balance sheet at December 31, 2005 has been derived from the audited financial statements at
that date, but does not include all of the information and footnotes required by U.S. generally
accepted accounting principles for complete financial statements.
For further information, refer to the financial statements and footnotes thereto included in
Astronics Corporation’s (the “Company”) 2005 annual report on Form 10-K/A for the year ended
December 31, 2005.
Reclassifications — Certain amounts in the prior year financial statements have been reclassified
to conform with the current year presentation.
2) Stock Based Compensation
The Company has stock option plans that authorize the issuance of options for shares of Common
Stock to directors, officers and key employees. Stock option grants are designed to reward
long-term contributions to the Company and provide incentives for recipients to remain with the
Company. The exercise price, determined by a committee of the Board of Directors, may not be less
than the fair market value of the Common Stock on the grant date. Options become exercisable over
periods not exceeding ten years. The Company’s practice has been to issue new shares upon the
exercise of the options.
During the first quarter of 2006, the Company adopted SFAS 123(R), “Share-Based Payment,” applying
the modified prospective method. This Statement requires all equity-based payments to employees,
including grants of employee stock options, to be recognized in the statement of earnings based on
the grant date fair value of the award. Under the modified prospective method, the Company is
required to record equity-based compensation expense for all awards granted after the date of
adoption and for the unvested portion of previously granted awards outstanding as of the date of
adoption. The Company uses a straight-line method of attributing the value of stock-based
compensation expense, subject to minimum levels of expense, based on vesting. Stock compensation
expense recognized during the period is based on the value of the portion of share-based payment
awards that is ultimately expected to vest during the period. Vesting requirements vary for
directors, officers and key employees. In general, options granted to outside directors vest six
months from the date of grant and options granted to officers and key employees straight line vest
over a five-year period from the date of grant.
The fair value of stock options granted was estimated on the date of grant using the Black-Scholes
option-pricing model. The weighted average fair value of the options was $6.05 for options granted
during the nine months ended September 30, 2006 and was $3.32 for options granted during the nine
months ended October 1, 2005. The following table provides the range of assumptions used to value
stock options granted during the nine months ended September 30, 2006 and October 1, 2005.
| |
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
| |
|
September 30, 2006 |
|
October 1, 2005 |
| |
Expected volatility |
|
|
0.34 |
|
|
|
0.33 |
|
Risk-free rate |
|
|
4.70 |
% |
|
|
5.34 |
% |
Expected dividends |
|
|
0.00 |
% |
|
|
0.00 |
% |
Expected term (in years) |
|
7 Years |
|
7 – 10 Years |
9
To determine expected volatility, the Company uses historical volatility based on weekly closing
prices of its Common Stock and considers currently available information to determine if future
volatility is expected to differ over the expected terms of the options granted. The risk-free rate
is based on the United States Treasury yield curve at the time of grant for the appropriate term of
the options granted. Expected dividends are based on the Company’s history and expectation of
dividend payouts. The expected term of stock options is based on vesting schedules, expected
exercise patterns and contractual terms.
The table below reflects net earnings and net earnings per share for the three and nine months
ended September 30, 2006 compared with the pro forma information for the three and nine months
ended October 1, 2005 as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
|
Three Months Ended |
|
| |
|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| (in thousands, except per share data) |
|
Restated |
|
|
Restated |
|
|
Restated |
|
|
Restated |
|
| |
Net earnings, as reported for the prior
period (1) |
|
$ |
N/A |
|
|
$ |
1,260 |
|
|
$ |
N/A |
|
|
$ |
454 |
|
Stock compensation expense |
|
|
493 |
|
|
|
242 |
|
|
|
164 |
|
|
|
81 |
|
Tax benefit |
|
|
(79 |
) |
|
|
(42 |
) |
|
|
(28 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense, net of tax (2) |
|
|
414 |
|
|
|
200 |
|
|
|
136 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, including the effect of
stock compensation expense (3) |
|
$ |
4,929 |
|
|
$ |
1,060 |
|
|
$ |
1,648 |
|
|
$ |
387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic, as reported for the prior period (1) |
|
$ |
N/A |
|
|
$ |
0.16 |
|
|
$ |
N/A |
|
|
$ |
0.06 |
|
Basic, including the effect of stock
compensation expense (3) |
|
$ |
0.62 |
|
|
$ |
0.14 |
|
|
$ |
0.21 |
|
|
$ |
0.05 |
|
Diluted, as reported for the prior period
(1) |
|
$ |
N/A |
|
|
$ |
0.16 |
|
|
$ |
N/A |
|
|
$ |
0.06 |
|
Diluted, including the effect of stock
compensation expense (3) |
|
$ |
0.60 |
|
|
$ |
0.13 |
|
|
$ |
0.20 |
|
|
$ |
0.05 |
|
|
|
|
| (1) |
|
Net earnings and earnings per share prior to 2006 did not include stock compensation
expense for stock options. |
| |
| (2) |
|
Stock compensation expense prior to 2006 is calculated based on the pro forma
application of SFAS No. 123. |
| |
| (3) |
|
Net earnings and earnings per share prior to 2006 represents pro forma information based
on SFAS No. 123. |
A summary of the Company’s stock option activity and related information for the nine months
ended September 30, 2006 is as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
2006 |
|
|
|
|
| |
|
|
|
|
|
Weighted Average |
|
|
|
|
| |
|
Number of |
|
|
Exercise Price |
|
|
Aggregate |
|
| (dollars in thousands, except per option data) |
|
Options |
|
|
per option |
|
|
Intrinsic Value |
|
| |
Outstanding at December 31, 2005 |
|
|
801,583 |
|
|
$ |
6.49 |
|
|
$ |
7,423 |
|
Options Granted |
|
|
25,000 |
|
|
|
13.41 |
|
|
|
59 |
|
Options Exercised |
|
|
(57,001 |
) |
|
|
7.31 |
|
|
|
(481 |
) |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2006 |
|
|
769,582 |
|
|
|
6.65 |
|
|
|
7,003 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Exercisable at September 30, 2006 |
|
|
489,837 |
|
|
$ |
6.53 |
|
|
$ |
4,516 |
|
The aggregate intrinsic value in the preceding table represents the total pretax option holder’s
intrinsic value, based on the Company’s closing stock price of Common Stock of $15.75 as of
September 30, 2006, which would have been received by the option holders had all option holders
exercised their options as of that date.
The fair value of options vested since December 31, 2005 is $0.3 million. At September 30, 2006,
total compensation costs related to non-vested awards not yet recognized amounts to $0.7 million
and will be recognized over a weighted average period of 2.2 years.
10
The following is a summary of weighted average exercise prices and contractual lives for
outstanding and exercisable stock options as of September 30, 2006:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Outstanding |
|
Exercisable |
| |
|
|
|
|
|
Weighted |
|
Weighted |
|
|
|
|
|
Weighted |
|
Weighted |
| |
|
|
|
|
|
Average |
|
Average |
|
|
|
|
|
Average |
|
Average |
| |
|
|
|
|
|
Remaining Life |
|
Exercise |
|
|
|
|
|
Remaining Life |
|
Exercise |
| Exercise Price Range |
|
Shares |
|
in Years |
|
Price |
|
Shares |
|
in Years |
|
Price |
| |
|
|
|
|
$3.39 — $4.59
|
|
|
54,497 |
|
|
|
0.9 |
|
|
$ |
4.01 |
|
|
|
54,497 |
|
|
|
0.9 |
|
|
$ |
4.01 |
|
$5.09 — $7.65
|
|
|
543,180 |
|
|
|
6.7 |
|
|
|
5.63 |
|
|
|
345,840 |
|
|
|
6.1 |
|
|
|
5.63 |
|
$9.83 – $13.49
|
|
|
171,905 |
|
|
|
7.1 |
|
|
|
10.73 |
|
|
|
89,500 |
|
|
|
5.3 |
|
|
|
11.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
769,582 |
|
|
|
6.4 |
|
|
|
6.65 |
|
|
|
489,837 |
|
|
|
5.3 |
|
|
|
6.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3) Acquisition
On February 3, 2005, the Company acquired substantially all of the assets of the General Dynamics -
Airborne Electronic Systems (AES) business unit from a subsidiary of General Dynamics. Astronics
AES produces a wide range of products related to electrical power generation, in-flight control,
and distribution on military, commercial, and business aircraft. On the acquisition date, the
Company paid $13.0 million in cash and incurred approximately $0.4 million in acquisition costs.
The Company borrowed $7.0 million on its credit facility and used $6.4 million of cash on hand to
finance the purchase and acquisition costs. Results of operations include the results of Astronics
AES since February 3, 2005, the date of the acquisition.
The following table summarizes the gross carrying amount and accumulated amortization for major
categories of acquired intangible assets:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
| |
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Carrying |
|
|
|
|
| |
|
Weighted |
|
|
Amount |
|
|
Accumulated |
|
|
Amount |
|
|
Accumulated |
|
| |
|
Average |
|
|
Sept 30, |
|
|
Amortization |
|
|
Dec. 31, |
|
|
Amortization |
|
| (in thousands) |
|
Life |
|
|
2006 |
|
|
Sept 30, 2006 |
|
|
2005 |
|
|
Dec 31, 2005 |
|
| |
Patents |
|
12 Years |
|
$ |
1,271 |
|
|
$ |
165 |
|
|
$ |
1,271 |
|
|
$ |
91 |
|
Trade Names |
|
|
N/A |
|
|
|
553 |
|
|
|
— |
|
|
|
553 |
|
|
|
— |
|
Completed and unpatented technology |
|
10 Years |
|
|
487 |
|
|
|
81 |
|
|
|
487 |
|
|
|
45 |
|
Government contracts |
|
6 Years |
|
|
347 |
|
|
|
96 |
|
|
|
347 |
|
|
|
53 |
|
Backlog |
|
4 Years |
|
|
314 |
|
|
|
217 |
|
|
|
314 |
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangible assets |
|
|
|
|
|
$ |
2,972 |
|
|
$ |
559 |
|
|
$ |
2,972 |
|
|
$ |
329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for each of the next five years is expected to amount to $0.3 million for the
year ended December 31, 2006 and $0.2 million for each of the years ended December 31, 2007, 2008,
2009 and 2010.
The following summary, prepared on a pro forma basis, combines the consolidated results of
operations of the Company with those of the acquired business as if the acquisition took place on
January 1, 2005. The pro forma consolidated results include the impact of adjustments, including
depreciation, amortization of intangibles, increased interest expense on acquisition debt and
related income tax effects.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unaudited |
|
Nine Months Ended |
|
Three Months Ended |
| |
|
October 1, 2005 |
|
October 1, 2005 |
|
October 1, 2005 |
|
October 1, 2005 |
| |
|
As Reported |
|
Pro Forma |
|
As Reported |
|
Pro Forma |
| (in thousands, except for per share data) |
|
Restated |
|
Restated |
|
Restated |
|
Restated |
| |
Sales |
|
$ |
54,121 |
|
|
$ |
55,820 |
|
|
$ |
19,626 |
|
|
$ |
19,626 |
|
Net income |
|
$ |
1,260 |
|
|
$ |
1,052 |
|
|
$ |
454 |
|
|
$ |
454 |
|
| |
Basic earnings per share |
|
$ |
0.16 |
|
|
$ |
0.13 |
|
|
$ |
0.06 |
|
|
$ |
0.06 |
|
Diluted earnings per share |
|
$ |
0.16 |
|
|
$ |
0.13 |
|
|
$ |
0.06 |
|
|
$ |
0.06 |
|
The pro forma results are not necessarily indicative of what would have actually occurred if the
acquisition had taken place on January 1, 2005. In addition, they are not intended to be a
projection of future results.
11
4) Discontinued Operations
In December of 2002 the Company announced the discontinuance of the Electroluminescent Lamp
Business Group, whose business has involved sales of microencapsulated electroluminescent lamps to
customers in the consumer electronics industry. The liabilities of discontinued operations at
October 1, 2005 consisted of lease payments for equipment that was used in this business, the
remaining payments under these leases were made during 2005. As of December 31, 2005 there were no
remaining assets or liabilities of discontinued operations.
5) Inventories
Inventories are stated at the lower of cost or market, cost being determined in accordance with the
first-in, first-out method. Inventories are as follows:
| |
|
|
|
|
|
|
|
|
| |
|
September 30, |
|
|
December 31, |
|
| |
|
2006 |
|
|
2005 |
|
| (in thousands) |
|
Restated |
|
|
Restated |
|
| |
Finished Goods |
|
$ |
4,004 |
|
|
$ |
3,026 |
|
Work in Progress |
|
|
10,235 |
|
|
|
7,805 |
|
Raw Material |
|
|
13,054 |
|
|
|
8,550 |
|
|
|
|
|
|
|
|
|
|
$ |
27,293 |
|
|
$ |
19,381 |
|
|
|
|
|
|
|
|
6) Comprehensive Income and Accumulated Other Comprehensive Income
The components of comprehensive income are as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
|
Three Months Ended |
|
| |
|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| (in thousands) |
|
Restated |
|
|
Restated |
|
|
Restated |
|
|
Restated |
|
| |
Net income |
|
$ |
4,929 |
|
|
$ |
1,260 |
|
|
$ |
1,648 |
|
|
$ |
454 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustments |
|
|
89 |
|
|
|
95 |
|
|
|
18 |
|
|
|
174 |
|
(Loss) gain on derivatives, net of tax |
|
|
(50 |
) |
|
|
49 |
|
|
|
(55 |
) |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
4,968 |
|
|
$ |
1,404 |
|
|
$ |
1,611 |
|
|
$ |
640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of accumulated other comprehensive income is as follows:
| |
|
|
|
|
|
|
|
|
| |
|
September 30, |
|
|
December 31, |
|
| (in thousands) |
|
2006 |
|
|
2005 |
|
| |
Cumulative foreign currency adjustments |
|
$ |
888 |
|
|
$ |
799 |
|
Accumulated loss on derivatives, net of tax of $25 thousand for 2006
and $- for 2005 |
|
|
(50 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
$ |
838 |
|
|
$ |
799 |
|
|
|
|
|
|
|
|
12
7) Earnings Per Share
The following table sets forth the computation of earnings per share:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
|
Three Months Ended |
|
| |
|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| (in thousands, except per share data) |
|
Restated |
|
|
Restated |
|
|
Restated |
|
|
Restated |
|
Net Income |
|
$ |
4,929 |
|
|
$ |
1,260 |
|
|
$ |
1,648 |
|
|
$ |
454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share weighted
average shares |
|
|
7,933 |
|
|
|
7,843 |
|
|
|
7,951 |
|
|
|
7,858 |
|
Net effect of dilutive stock options |
|
|
277 |
|
|
|
163 |
|
|
|
313 |
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share weighted
average shares |
|
|
8,210 |
|
|
|
8,006 |
|
|
|
8,264 |
|
|
|
8,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.62 |
|
|
$ |
0.16 |
|
|
$ |
0.21 |
|
|
$ |
0.06 |
|
Diluted earnings per share |
|
$ |
0.60 |
|
|
$ |
0.16 |
|
|
$ |
0.20 |
|
|
$ |
0.06 |
|
8) Supplemental Retirement Plan and Related Post Retirement Benefits
The Company has a non-qualified supplemental retirement defined benefit plan for certain
executives. The following table sets forth information regarding the net periodic pension cost for
the plan.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
|
Three Months Ended |
|
| |
|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| (in thousands) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| |
|
|
|
Service cost |
|
$ |
27 |
|
|
$ |
18 |
|
|
$ |
9 |
|
|
$ |
6 |
|
Interest cost |
|
|
231 |
|
|
|
231 |
|
|
|
77 |
|
|
|
77 |
|
Amortization of prior service cost |
|
|
81 |
|
|
|
81 |
|
|
|
27 |
|
|
|
27 |
|
Amortization of net actuarial losses |
|
|
3 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
342 |
|
|
$ |
330 |
|
|
$ |
114 |
|
|
$ |
110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participants in the non-qualified supplemental retirement plan are entitled to paid medical, dental
and long-term care insurance benefits upon retirement under the plan. The following table sets
forth information regarding the net periodic cost recognized for those benefits:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
|
Three Months Ended |
|
| |
|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| (in thousands) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| |
|
|
|
Service cost |
|
$ |
6 |
|
|
$ |
3 |
|
|
$ |
2 |
|
|
$ |
1 |
|
Interest cost |
|
|
33 |
|
|
|
30 |
|
|
|
11 |
|
|
|
10 |
|
Amortization of prior service cost |
|
|
24 |
|
|
|
24 |
|
|
|
8 |
|
|
|
8 |
|
Amortization of net actuarial losses |
|
|
9 |
|
|
|
3 |
|
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
72 |
|
|
$ |
60 |
|
|
$ |
24 |
|
|
$ |
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9) New Accounting Pronouncements
In June 2006, the FASB issued Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income
Taxes – an Interpretation for SFAS No. 109.” FIN No. 48 clarifies the accounting for uncertainty in
income taxes recognized in an entity’s financial statements in accordance with for SFAS No. 109,
“Accounting for Income Taxes.” The pronouncement prescribes a recognition threshold and
measurement attributable to financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN No. 48 is effective for fiscal years beginning after
December 15, 2006. The Company is in the process of determining the effect, if any; the adoption of
FIN 48 will have on our financial statements.
13
In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements”. This
Statement defines fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. Where applicable, this Statement simplifies and codifies
related guidance within generally accepted accounting principles. The Company is in the process of
determining the effect, if any; the adoption of Statement No. 157 will have on our financial
statements.
In September 2006, the FASB issued FASB Statement No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106,
and 132R).” The Statement requires employers to fully recognize the obligations associated with
single-employer defined benefit pension, retiree healthcare and other postretirement plans in their
financial statements. Statement 158 also requires companies to measure a plan’s assets and its
obligations that determine its funded status as of the end of the employer’s fiscal year (with
limited exceptions) instead of permitting companies to use a lag of up to three-months permitted by
FASB Statement No. 87, “Employers’ Accounting for Pensions”, and FASB Statement No. 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”. The Company is in the
process of determining the effect, if any; the adoption of Statement No. 158 will have on our
financial statements.
10) Income Taxes
On April 12, 2005, New York State enacted tax legislation resulting in a change to the New York
State apportionment methodology. Beginning in 2006, a single sales factor apportionment method will
be phased in, with a single sales factor solely used in 2008. It is expected that this enacted
legislation will result in a lower apportionment of the Company’s taxable income to New York State,
resulting in lower New York state income taxes. Accordingly, the Company’s ability to use or
realize New York State tax credits has been reduced. In 2005, the Company has assessed the impact
of the new tax legislation and recorded a valuation allowance reducing the Company’s $490 thousand
deferred tax asset relating to New York State tax credits to $40 thousand. As a result of this
valuation allowance the Company recorded a non-cash charge to income tax expense of $300 thousand
or $0.04 per diluted share during the third quarter of 2005. The charge to income tax expense is
net of the affect of federal income taxes. The effective tax rate in 2006 returned to a more normal
rate of 36.4%
11) Sales To Major Customers
The Company has a significant concentration of business with two customers. Sales to the U.S.
Government were approximately 11.2% and 13.0% of revenue during the 3rd quarter and year
to date 2006, respectively and were approximately 18.2% and 15.8% of revenue during the
3rd quarter and year to date 2005, respectively.
Sales to one other customer amounted to approximately 25.3% and 21.0% of its sales during the
3rd quarter and year to date 2006, respectively and were approximately 0.1% and 1.9% of
its sales during the 3rd quarter and year to date 2005, respectively.
12) Restatement of Previously Issued Financial Statements
The
Company has restated its previously issued financial statements for the year
ended December 31, 2005, the three-months ended April 1, 2006,
the three and six months ended July 1, 2006 and the three and nine months ended
September 30, 2006 to correct an error
regarding the timing of revenue recognition for a bill-and-hold
transaction. This error reduces
revenue previously reported on the income statement for the year
ended December 31, 2005 by $1.0
million and net income by $0.4 million. This error overstated sales reported on the income statement for the
nine months ended September
30, 2006 by $0.7 million and overstated net income by
$0.2 million. This error overstated sales
reported on the income statement for the three months ended
September 30, 2006 by $0.8 million and
overstated net income by $0.3 million.
This error overstated sales reported on the income statement for the
three and nine months ended
October 1, 2005 by $0.8 million and overstated net income by $0.3 million.
This correction resulted in the following:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
Three months ended |
|
|
| |
|
September 30, |
|
October 1, |
|
September 30, |
|
October 1, |
|
December 31, |
| (In thousands) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2005 |
| |
|
|
a) A reduction in Sales |
|
$ |
(658 |
) |
|
$ |
(795 |
) |
|
$ |
(788 |
) |
|
$ |
(795 |
) |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b) A reduction in Cost of
Products Sold associated
with the change in Sales |
|
|
(341 |
) |
|
|
(286 |
) |
|
|
(386 |
) |
|
|
(286 |
) |
|
|
N/A |
|
14
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
Three months ended |
|
|
| |
|
September 30, |
|
October 1, |
|
September 30, |
|
October 1, |
|
December 31, |
| (In thousands) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2005 |
| |
|
|
c) A reduction in Income
Before Taxes from
Continuing Operations |
|
|
(317 |
) |
|
|
(509 |
) |
|
|
(402 |
) |
|
|
(509 |
) |
|
|
N/A |
|
d) A reduction Income Tax
Expense associated with
the change in Income
Before Taxes from
Continuing Operations |
|
|
(108 |
) |
|
|
(173 |
) |
|
|
(137 |
) |
|
|
(173 |
) |
|
|
N/A |
|
e) A reduction in Net
Income |
|
|
(209 |
) |
|
|
(336 |
) |
|
|
(265 |
) |
|
|
(336 |
) |
|
|
N/A |
|
f) A reduction in Basic
Earnings Per Share from
$0.24 per share for the
quarter and from $0.65 per
share for year-to-date for
2006 and from $0.10 per
share for the quarter and
from $0.20 per share for
year-to-date for 2005 |
|
|
(0.03 |
) |
|
|
(0.04 |
) |
|
|
(0.03 |
) |
|
|
(0.04 |
) |
|
|
N/A |
|
g) A reduction in Diluted
Earnings Per Share from
$0.23 per share for the
quarter and from $0.63 per
share for year-to-date for
2006 and from $0.10 per
share for the quarter and
from $0.20 per share for
year-to-date for 2005 |
|
|
(0.03 |
) |
|
|
(0.04 |
) |
|
|
(0.03 |
) |
|
|
(0.04 |
) |
|
|
N/A |
|
h) An increase in Deferred
Revenue due to the related
change in Sales |
|
|
1,656 |
|
|
|
795 |
|
|
|
1,656 |
|
|
|
795 |
|
|
$ |
998 |
|
i) An increase Finished
Goods Inventory due to the
related change in Cost of
Products Sold |
|
|
709 |
|
|
|
286 |
|
|
|
709 |
|
|
|
286 |
|
|
|
368 |
|
j) An increase in Current
Deferred tax Assets
associated with the change
in Income Before Taxes
from Continuing Operations |
|
|
322 |
|
|
|
173 |
|
|
|
322 |
|
|
|
173 |
|
|
|
214 |
|
k) A reduction in Retained
Earnings associated with
the correction |
|
|
(625 |
) |
|
|
(336 |
) |
|
|
(625 |
) |
|
|
(336 |
) |
|
|
(416 |
) |
CONSOLIDATED BALANCE SHEET
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2006 |
| |
|
As |
|
|
|
|
|
As |
| (in thousands, except per share data) |
|
Reported |
|
Adjustments |
|
Restated |
| |
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
$ |
645 |
|
|
$ |
|
|
|
$ |
645 |
|
Accounts Receivable, net of allowance for doubtful
accounts of $279 in 2006 |
|
|
18,065 |
|
|
|
|
|
|
|
18,065 |
|
Inventories |
|
|
26,584 |
|
|
|
709 |
|
|
|
27,293 |
|
Prepaid Expenses |
|
|
1,227 |
|
|
|
|
|
|
|
1,227 |
|
Deferred Taxes |
|
|
739 |
|
|
|
322 |
|
|
|
1,061 |
|
| |
|
|
Total Current Assets |
|
|
47,260 |
|
|
|
1,031 |
|
|
|
48,291 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment, at cost |
|
|
33,999 |
|
|
|
|
|
|
|
33,999 |
|
Less Accumulated Depreciation and Amortization |
|
|
12,778 |
|
|
|
|
|
|
|
12,778 |
|
| |
|
|
Net Property, Plant and Equipment |
|
|
21,221 |
|
|
|
— |
|
|
|
21,221 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets, net of accumulated amortization of
$559 in 2006 |
|
|
3,170 |
|
|
|
|
|
|
|
3,170 |
|
Goodwill |
|
|
2,780 |
|
|
|
|
|
|
|
2,780 |
|
Other Assets |
|
|
1,741 |
|
|
|
|
|
|
|
1,741 |
|
| |
|
|
Total Assets |
|
$ |
76,172 |
|
|
$ |
1,031 |
|
|
$ |
77,203 |
|
| |
|
|
15
CONSOLIDATED BALANCE SHEET (continued)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2006 |
| |
|
As |
|
|
|
|
|
As |
| (in thousands, except per share data) |
|
Reported |
|
Adjustments |
|
Restated |
| |
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Current Maturities of Long-term Debt |
|
$ |
921 |
|
|
$ |
|
|
|
$ |
921 |
|
Note Payable |
|
|
7,900 |
|
|
|
|
|
|
|
7,900 |
|
Accounts Payable |
|
|
9,878 |
|
|
|
|
|
|
|
9,878 |
|
Accrued Payroll and Employee Benefits |
|
|
3,885 |
|
|
|
|
|
|
|
3,885 |
|
Income Taxes Payable |
|
|
— |
|
|
|
|
|
|
|
— |
|
Customer Advanced Payments and Deferred Revenue |
|
|
3,582 |
|
|
|
1,656 |
|
|
|
5,238 |
|
Contract Loss Reserve |
|
|
— |
|
|
|
|
|
|
|
— |
|
Other Accrued Expenses |
|
|
1,498 |
|
|
|
|
|
|
|
1,498 |
|
| |
|
|
Total Current Liabilities |
|
|
27,664 |
|
|
|
1,656 |
|
|
|
29,320 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
|
9,837 |
|
|
|
|
|
|
|
9,837 |
|
Supplemental Retirement Plan and Other Benefits |
|
|
4,622 |
|
|
|
|
|
|
|
4,622 |
|
Other Liabilities |
|
|
1,365 |
|
|
|
|
|
|
|
1,365 |
|
Deferred Income Taxes |
|
|
192 |
|
|
|
|
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $.01 par value Authorized
20,000,000 shares, issued 7,298,450 in 2006 |
|
|
72 |
|
|
|
|
|
|
|
72 |
|
Class B Stock, $.01 par value Authorized
5,000,000 shares, issued 1,506,282 in 2006 |
|
|
15 |
|
|
|
|
|
|
|
15 |
|
Additional Paid-in Capital |
|
|
5,289 |
|
|
|
|
|
|
|
5,289 |
|
Accumulated Other Comprehensive Income |
|
|
838 |
|
|
|
|
|
|
|
838 |
|
Retained Earnings |
|
|
29,997 |
|
|
|
(625 |
) |
|
|
29,372 |
|
| |
|
|
|
|
|
36,211 |
|
|
|
(625 |
) |
|
|
35,586 |
|
Less Treasury Stock: 784,250 shares in 2006 |
|
|
3,719 |
|
|
|
|
|
|
|
3,719 |
|
| |
|
|
Total Shareholders’ Equity |
|
|
32,492 |
|
|
|
(625 |
) |
|
|
31,867 |
|
| |
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
76,172 |
|
|
$ |
1,031 |
|
|
$ |
77,203 |
|
| |
|
|
16
CONSOLIDATED BALANCE SHEET
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2005 |
| |
|
As |
|
|
|
|
|
As |
| (in thousands, except per share data) |
|
Reported |
|
Adjustments |
|
Restated |
| |
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
$ |
4,473 |
|
|
$ |
|
|
|
$ |
4,473 |
|
Accounts Receivable, net of allowance for doubtful
accounts of $365 in 2005 |
|
|
12,635 |
|
|
|
|
|
|
|
12,635 |
|
Inventories |
|
|
19,013 |
|
|
|
368 |
|
|
|
19,381 |
|
Prepaid Expenses |
|
|
626 |
|
|
|
|
|
|
|
626 |
|
Deferred Taxes |
|
|
775 |
|
|
|
214 |
|
|
|
989 |
|
| |
|
|
Total Current Assets |
|
|
37,522 |
|
|
|
582 |
|
|
|
38,104 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment, at cost |
|
|
31,665 |
|
|
|
|
|
|
|
31,665 |
|
Less Accumulated Depreciation and Amortization |
|
|
11,204 |
|
|
|
|
|
|
|
11,204 |
|
| |
|
|
Net Property, Plant and Equipment |
|
|
20,461 |
|
|
|
— |
|
|
|
20,461 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets, net of accumulated amortization of $329 in 2005 |
|
|
3,400 |
|
|
|
|
|
|
|
3,400 |
|
Goodwill |
|
|
2,686 |
|
|
|
|
|
|
|
2,686 |
|
Other Assets |
|
|
1,788 |
|
|
|
|
|
|
|
1,788 |
|
| |
|
|
Total Assets |
|
$ |
65,857 |
|
|
$ |
582 |
|
|
$ |
66,439 |
|
| |
|
|
17
CONSOLIDATED BALANCE SHEET (continued)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2005 |
| |
|
As |
|
|
|
|
|
As |
| (in thousands, except per share data) |
|
Reported |
|
Adjustments |
|
Restated |
| |
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Current Maturities of Long-term Debt |
|
$ |
914 |
|
|
$ |
|
|
|
$ |
914 |
|
Note Payable |
|
|
7,000 |
|
|
|
|
|
|
|
7,000 |
|
Accounts Payable |
|
|
5,421 |
|
|
|
|
|
|
|
5,421 |
|
Accrued Payroll and Employee Benefits |
|
|
3,861 |
|
|
|
|
|
|
|
3,861 |
|
Income Taxes Payable |
|
|
171 |
|
|
|
|
|
|
|
171 |
|
Customer Advanced Payments and Deferred Revenue |
|
|
4,404 |
|
|
|
998 |
|
|
|
5,402 |
|
Contract Loss Reserve |
|
|
830 |
|
|
|
|
|
|
|
830 |
|
Other Accrued Expenses |
|
|
1,156 |
|
|
|
|
|
|
|
1,156 |
|
| |
|
|
Total Current Liabilities |
|
|
23,757 |
|
|
|
998 |
|
|
|
24,755 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
|
10,304 |
|
|
|
|
|
|
|
10,304 |
|
Supplemental Retirement Plan and Other Benefits |
|
|
4,494 |
|
|
|
|
|
|
|
4,494 |
|
Other Liabilities |
|
|
1,317 |
|
|
|
|
|
|
|
1,317 |
|
Deferred Income Taxes |
|
|
151 |
|
|
|
|
|
|
|
151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $.01 par value |
|
|
|
|
|
|
|
|
|
|
|
|
Authorized 20,000,000 shares, issued
7,082,100 in 2005 |
|
|
71 |
|
|
|
|
|
|
|
71 |
|
Class B Stock, $.01 par value |
|
|
|
|
|
|
|
|
|
|
|
|
Authorized 5,000,000 shares, issued
1,603,323 in 2005 |
|
|
16 |
|
|
|
|
|
|
|
16 |
|
Additional Paid-in Capital |
|
|
3,808 |
|
|
|
|
|
|
|
3,808 |
|
Accumulated Other Comprehensive Income |
|
|
799 |
|
|
|
|
|
|
|
799 |
|
Retained Earnings |
|
|
24,859 |
|
|
|
(416 |
) |
|
|
24,443 |
|
| |
|
|
|
|
|
29,553 |
|
|
|
(416 |
) |
|
|
29,137 |
|
Less Treasury Stock: 784,250 shares in 2005 |
|
|
3,719 |
|
|
|
|
|
|
|
3,719 |
|
| |
|
|
Total Shareholders’ Equity |
|
|
25,834 |
|
|
|
(416 |
) |
|
|
25,418 |
|
| |
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
65,857 |
|
|
$ |
582 |
|
|
$ |
66,439 |
|
| |
|
|
18
CONSOLIDATED STATEMENT OF OPERATIONS
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended September 30, 2006 |
|
Three Months Ended September 30, 2006 |
| |
|
As |
|
|
|
|
|
As |
|
As |
|
|
|
|
|
As |
| (in thousands, except per share data) |
|
Reported |
|
Adjustments |
|
Restated |
|
Reported |
|
Adjustments |
|
Restated |
| |
Sales |
|
$ |
82,505 |
|
|
$ |
(658 |
) |
|
$ |
81,847 |
|
|
$ |
28,540 |
|
|
$ |
(788 |
) |
|
$ |
27,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold |
|
|
63,891 |
|
|
|
(341 |
) |
|
|
63,550 |
|
|
|
22,019 |
|
|
|
(386 |
) |
|
|
21,633 |
|
Selling, general and administrative
expenses |
|
|
9,931 |
|
|
|
|
|
|
|
9,931 |
|
|
|
3,469 |
|
|
|
|
|
|
|
3,469 |
|
Interest expense, net of interest
income |
|
|
650 |
|
|
|
|
|
|
|
650 |
|
|
|
232 |
|
|
|
|
|
|
|
232 |
|
Other (income) expense |
|
|
(39 |
) |
|
|
|
|
|
|
(39 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
| |
|
|
Total costs and expenses |
|
|
74,433 |
|
|
|
(341 |
) |
|
|
74,092 |
|
|
|
25,715 |
|
|
|
(386 |
) |
|
|
25,329 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
8,072 |
|
|
|
(317 |
) |
|
|
7,755 |
|
|
|
2,825 |
|
|
|
(402 |
) |
|
|
2,423 |
|
Provision for Income Taxes |
|
|
2,934 |
|
|
|
(108 |
) |
|
|
2,826 |
|
|
|
912 |
|
|
|
(137 |
) |
|
|
775 |
|
| |
|
|
Net Income |
|
|
5,138 |
|
|
|
(209 |
) |
|
|
4,929 |
|
|
$ |
1,913 |
|
|
$ |
(265 |
) |
|
$ |
1,648 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
24,859 |
|
|
|
(416 |
) |
|
|
24,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
$ |
29,997 |
|
|
$ |
(625 |
) |
|
$ |
29,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.65 |
|
|
$ |
(0.03 |
) |
|
$ |
0.62 |
|
|
$ |
.24 |
|
|
$ |
(0.03 |
) |
|
$ |
0.21 |
|
Diluted |
|
|
.63 |
|
|
|
(0.03 |
) |
|
|
0.60 |
|
|
|
.23 |
|
|
|
(0.03 |
) |
|
|
0.20 |
|
19
CONSOLIDATED STATEMENT OF OPERATIONS
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended October 1, 2005 |
|
Three Months Ended October 1, 2005 |
| |
|
As |
|
|
|
|
|
As |
|
As |
|
|
|
|
|
As |
| (in thousands, except per share data) |
|
Reported |
|
Adjustments |
|
Restated |
|
Reported |
|
Adjustments |
|
Restated |
| |
Sales |
|
$ |
54,916 |
|
|
$ |
(795 |
) |
|
$ |
54,121 |
|
|
$ |
20,421 |
|
|
$ |
(795 |
) |
|
$ |
19,626 |
|
| |
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold |
|
|
43,654 |
|
|
|
(286 |
) |
|
|
43,368 |
|
|
|
15,947 |
|
|
|
(286 |
) |
|
|
15,661 |
|
Selling, general and administrative
expenses |
|
|
7,692 |
|
|
|
|
|
|
|
7,692 |
|
|
|
2,899 |
|
|
|
|
|
|
|
2,899 |
|
Interest expense, net of interest
income |
|
|
519 |
|
|
|
|
|
|
|
519 |
|
|
|
202 |
|
|
|
|
|
|
|
202 |
|
Other (income) expense |
|
|
(13 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
(9 |
) |
| |
|
|
Total costs and expenses |
|
|
51,852 |
|
|
|
(286 |
) |
|
|
51,566 |
|
|
|
19,039 |
|
|
|
(286 |
) |
|
|
18,753 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
3,064 |
|
|
|
(509 |
) |
|
|
2,555 |
|
|
|
1,382 |
|
|
|
(509 |
) |
|
|
873 |
|
Provision for Income Taxes |
|
|
1,468 |
|
|
|
(173 |
) |
|
|
1,295 |
|
|
|
592 |
|
|
|
(173 |
) |
|
|
419 |
|
| |
|
|
Net Income |
|
|
1,596 |
|
|
|
(336 |
) |
|
|
1,260 |
|
|
$ |
790 |
|
|
$ |
(336 |
) |
|
$ |
454 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
22,206 |
|
|
|
|
|
|
|
22,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
$ |
23,802 |
|
|
$ |
(336 |
) |
|
$ |
23,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.20 |
|
|
$ |
(0.04 |
) |
|
$ |
0.16 |
|
|
$ |
0.10 |
|
|
$ |
(0.04 |
) |
|
$ |
0.06 |
|
Diluted |
|
|
0.20 |
|
|
|
(0.04 |
) |
|
|
0.16 |
|
|
|
0.10 |
|
|
|
(0.04 |
) |
|
|
0.06 |
|
20
CONSOLIDATED STATEMENT OF CASH FLOWS
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2006 |
| |
|
As |
|
|
|
|
|
As |
| (in thousands) |
|
Reported |
|
Adjustments |
|
Restated |
| |
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net income |
|
$ |
5,138 |
|
|
$ |
(209 |
) |
|
$ |
4,929 |
|
Adjustments
to reconcile net income to cash (used in)
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
1,960 |
|
|
|
|
|
|
|
1,960 |
|
Deferred Tax Provision |
|
|
102 |
|
|
|
(108 |
) |
|
|
(6 |
) |
Other |
|
|
— |
|
|
|
|
|
|
|
— |
|
Provision for Doubtful Accounts |
|
|
(125 |
) |
|
|
|
|
|
|
(125 |
) |
Stock Compensation Expense |
|
|
493 |
|
|
|
|
|
|
|
493 |
|
Cash flows from changes in operating assets and liabilities,
excluding effects of acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable |
|
|
(5,303 |
) |
|
|
|
|
|
|
(5,303 |
) |
Inventories |
|
|
(7,404 |
) |
|
|
(341 |
) |
|
|
(7,745 |
) |
Prepaid Expenses |
|
|
(347 |
) |
|
|
|
|
|
|
(347 |
) |
Accounts Payable |
|
|
4,422 |
|
|
|
|
|
|
|
4,422 |
|
Accrued Expenses |
|
|
408 |
|
|
|
|
|
|
|
408 |
|
Customer Advanced Payments and Deferred Revenue |
|
|
(822 |
) |
|
|
658 |
|
|
|
(164 |
) |
Contract Loss Reserves |
|
|
(830 |
) |
|
|
|
|
|
|
(830 |
) |
Income Taxes |
|
|
(410 |
) |
|
|
|
|
|
|
(410 |
) |
Supplemental Retirement and Other Liabilities |
|
|
64 |
|
|
|
|
|
|
|
64 |
|
| |
|
|
Cash used in Operating Activities |
|
|
(2,654 |
) |
|
|
— |
|
|
|
(2,654 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition |
|
|
— |
|
|
|
|
|
|
|
— |
|
Proceeds from sale of short-term investments |
|
|
— |
|
|
|
|
|
|
|
— |
|
Capital Expenditures |
|
|
(2,300 |
) |
|
|
|
|
|
|
(2,300 |
) |
Other |
|
|
(74 |
) |
|
|
|
|
|
|
(74 |
) |
| |
|
|
Cash used in Investing Activities |
|
|
(2,374 |
) |
|
|
— |
|
|
|
(2,374 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Payments on Long-term Debt and Capital Lease
Obligations |
|
|
(529 |
) |
|
|
|
|
|
|
(529 |
) |
Proceeds from Note Payable |
|
|
3,200 |
|
|
|
|
|
|
|
3,200 |
|
Payment on Note Payable |
|
|
(2,300 |
) |
|
|
|
|
|
|
(2,300 |
) |
Proceeds from Issuance of Stock |
|
|
916 |
|
|
|
|
|
|
|
916 |
|
Income tax benefit from exercise of stock options |
|
|
72 |
|
|
|
|
|
|
|
72 |
|
Other |
|
|
(83 |
) |
|
|
|
|
|
|
(83 |
) |
| |
|
|
Cash provided by Financing Activities |
|
|
1,276 |
|
|
|
— |
|
|
|
1,276 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Effect of Exchange Rates on Cash |
|
|
(76 |
) |
|
|
— |
|
|
|
(76 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in Continuing Operations |
|
|
(3,828 |
) |
|
|
— |
|
|
|
(3,828 |
) |
Cash used in Discontinued Operations – operating activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
Net decrease in Cash and Cash Equivalents |
|
|
(3,828 |
) |
|
|
— |
|
|
|
(3,828 |
) |
| |
Cash at Beginning of Period |
|
|
4,473 |
|
|
|
— |
|
|
|
4,473 |
|
| |
|
|
Cash at End of Period |
|
$ |
645 |
|
|
$ |
— |
|
|
$ |
645 |
|
| |
|
|
21
CONSOLIDATED STATEMENT OF CASH FLOWS
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
October 1, 2005 |
| |
|
As |
|
|
|
|
|
As |
| (in thousands) |
|
Reported |
|
Adjustments |
|
Restated |
| |
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,596 |
|
|
$ |
(336 |
) |
|
$ |
1,260 |
|
Adjustments to reconcile net income to cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
2,042 |
|
|
|
|
|
|
|
2,042 |
|
Deferred Tax Provision |
|
|
505 |
|
|
|
(173 |
) |
|
|
332 |
|
Other |
|
|
(195 |
) |
|
|
|
|
|
|
(195 |
) |
Provision for Doubtful Accounts |
|
|
498 |
|
|
|
|
|
|
|
498 |
|
Stock Compensation Expense |
|
|
— |
|
|
|
|
|
|
|
— |
|
Cash flows from changes in operating assets and liabilities,
excluding effects of acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable |
|
|
(2,330 |
) |
|
|
|
|
|
|
(2,330 |
) |
Inventories |
|
|
(4,593 |
) |
|
|
(286 |
) |
|
|
(4,879 |
) |
Prepaid Expenses |
|
|
(165 |
) |
|
|
|
|
|
|
(165 |
) |
Accounts Payable |
|
|
1,639 |
|
|
|
|
|
|
|
1,639 |
|
Accrued Expenses |
|
|
1,072 |
|
|
|
|
|
|
|
1,072 |
|
Customer Advanced Payments and Deferred Revenue |
|
|
— |
|
|
|
795 |
|
|
|
795 |
|
Contract Loss Reserves |
|
|
— |
|
|
|
|
|
|
|
— |
|
Income Taxes |
|
|
1,339 |
|
|
|
|
|
|
|
1,339 |
|
Supplemental Retirement and Other Liabilities |
|
|
— |
|
|
|
|
|
|
|
— |
|
| |
|
|
Cash provided by Operating Activities |
|
|
1,408 |
|
|
|
— |
|
|
|
1,408 |
|
| |
|
|
| |
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition |
|
|
(13,366 |
) |
|
|
|
|
|
|
(13,366 |
) |
Proceeds from sale of short-term investments |
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
Capital Expenditures |
|
|
(1,765 |
) |
|
|
|
|
|
|
(1,765 |
) |
Other |
|
|
(162 |
) |
|
|
|
|
|
|
(162 |
) |
| |
|
|
Cash used in Investing Activities |
|
|
(14,293 |
) |
|
|
— |
|
|
|
(14,293 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Payments on Long-term Debt and Capital Lease Obligations |
|
|
(506 |
) |
|
|
|
|
|
|
(506 |
) |
Proceeds from Note Payable |
|
|
7,000 |
|
|
|
|
|
|
|
7,000 |
|
Payment on Note Payable |
|
|
— |
|
|
|
|
|
|
|
— |
|
Proceeds from exercise of stock options |
|
|
162 |
|
|
|
|
|
|
|
162 |
|
Income tax benefit from exercise of stock options |
|
|
— |
|
|
|
|
|
|
|
— |
|
Other |
|
|
— |
|
|
|
|
|
|
|
— |
|
| |
|
|
Cash provided by Financing Activities |
|
|
6,656 |
|
|
|
— |
|
|
|
6,656 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rates on Cash |
|
|
(14 |
) |
|
|
— |
|
|
|
(14 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in Continuing Operations |
|
|
(6,243 |
) |
|
|
— |
|
|
|
(6,243 |
) |
Cash used in Discontinued Operations – operating activities |
|
|
(447 |
) |
|
|
— |
|
|
|
(447 |
) |
| |
|
|
Net decrease in Cash and Cash Equivalents |
|
|
(6,690 |
) |
|
|
— |
|
|
|
(6,690 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period |
|
|
8,476 |
|
|
|
|
|
|
|
8,476 |
|
| |
|
|
Cash at Ending of Period |
|
$ |
1,786 |
|
|
$ |
— |
|
|
$ |
1,786 |
|
| |
|
|
22
|
|
|
| Item 2. |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (RESTATED) |
(The following should be read in conjunction with Management’s Discussion and Analysis of Financial
Condition and Results of Operations contained in the Company’s Form 10-K/A for the year ended
December 31, 2005.)
The following table sets forth income statement data as a percent of net sales:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
|
Three Months Ended |
|
| |
|
September 30, |
|
|
October 1, |
|
|
September 30, |
|
|
October 1, |
|
| (in thousands) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
| |
Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of products sold |
|
|
77.6 |
|
|
|
80.1 |
|
|
|
78.0 |
|
|
|
79.8 |
|
Selling, general and administrative and other expense |
|
|
12.1 |
|
|
|
14.2 |
|
|
|
12.5 |
|
|
|
14.7 |
|
Interest expense and other |
|
|
0.8 |
|
|
|
1.0 |
|
|
|
0.8 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost and expenses |
|
|
90.5 |
|
|
|
95.3 |
|
|
|
91.3 |
|
|
|
95.5 |
|
Income before taxes |
|
|
9.5 |
% |
|
|
4.7 |
% |
|
|
8.7 |
% |
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
ACQUISITION
On February 3, 2005, the Company acquired the assets of the Airborne Electronic Systems (AES)
business unit from a subsidiary of General Dynamics, for $13.0 million. The Company used $6.0
million of cash and borrowed $7.0 million against its line of credit to finance the acquisition. No
goodwill was recognized as a result of this acquisition. Operating results for this acquisition are
included in the consolidated statement of income from the acquisition date.
SALES
Sales for the third quarter of 2006 increased 41.8% to $27.8 million compared with $19.6 million
for the same period last year. Sales to the commercial transport market were $15.0 million, as
compared to $7.1 million for the same period of 2005, an increase of $7.9 million or 111.3 %. The
sales increase to the commercial transport market was a result of increased volume of cabin
electronics products. This volume increase was driven by increased installations of in-seat power
and in-flight entertainment systems utilizing our products. Sales to the business jet market were
$6.3 million, up $2.5 million, or 66.3%, compared with sales of $3.8 million for the same period in
2005. The increase of sales to the business jet market was due primarily to an increase in volume
as production of new business jets by the airframe manufacturers increased over last year. Sales
to the military market were $6.1 million as compared to $8.3 million last year, a decrease of $2.2
million or 26.3%. The decrease was primarily caused by a $2.2 million decrease in deliveries for
F-16 night vision kits for the Korean air force as the Korean program was concluded in 2005.
2006 year to date sales increased 51.2 % to $81.8 million compared with $54.1 million for the same
period last year. Sales to the commercial transport market increased $22.7 million, or 104.6% to
$44.4 million compared with $21.7 million in the same period last year. This volume increase was
driven by increased installations of in-seat power and in-flight entertainment systems utilizing
our products. Sales to the business jet market were $16.7 million, up $4.8 million, or 39.9%,
compared with $11.9 million for the same period in 2005. The increase of sales to the business jet
market was due primarily to an increase in volume as production of new business jets by the
airframe manufacturers increased over last year. Sales to the military market were $19.7 million,
up from $19.5 million in the same period of 2005. Shipments for the Tactical Tomahawk and Taurus
Missile programs were primarily responsible for a $1.9 million increase of sales for airframe power
products to the military markets. This was offset by a $3.0 million decrease in deliveries for F-16
night vision kits for the Korean air force as the Korean program was concluded in 2005. The balance
of the change for military sales was a result of a general increase in volume.
A portion of the 2006 year to date sales increase is due to the timing of the Astronics Advanced
Electronic Systems acquisition. The acquisition date was February 3, 2005, as such the first nine
months of 2005 contained only thirty four weeks of sales for Astronics Advanced Electronic Systems
as compared with thirty nine weeks in the first nine months of 2006.
23
EXPENSES AND MARGINS
Cost of products sold as a percentage of sales remained basically flat at 78.0% for the third
quarter of 2006 as compared to 79.8% for the same period last year. That decrease was primarily a
result of the leverage provided by sales volume increases offset by a $0.6 million increase in
engineering and development costs.
Year to date costs of products sold decreased by 2.5 percentage points to 77.6 % as compared to
80.1% for the same period last year. That decrease was also a result of the leverage provided by
sales volume increases without a corresponding increase to our fixed manufacturing costs. That
leverage was partially offset by a $1.0 million increase in engineering and development costs over
the same period last year.
Selling, general and administrative and other (SG&A) expenses were $3.5 million in the third
quarter of 2006, up from $2.9 million in the same period last year. But as a percent of sales,
SG&A expenses was 12.5% for the third quarter of 2006 as compared to 14.7% for the same period in
2005 as sales grew at a faster pace than SG&A spending. The increase in total dollars was
primarily due to increased wages and benefits due to increased staffing and compensation related
costs and increased costs for audit and other professional services related to Sarbanes-Oxley 404
implementation.
For the first nine months of 2006 SG&A as a percentage of sales was 12.1% compared to 14.2% for the
same period of 2005 as sales grew at a faster pace than SG&A spending. In terms of dollars SG&A
costs increased $2.2 million to $9.9 million for the first nine months of 2006 from $7.7 million in
the first nine months of 2005. The increase was due to increased wages and benefits due to
increased staffing and compensation related costs and increased costs for audit and other
professional services related to Sarbanes-Oxley 404 implementation. Also, a portion of the 2006
year to date SG&A increase is due to the timing of the Astronics Advanced Electronic Systems
acquisition. The acquisition date was February 3, 2005, as such the first nine months of 2005
contained only thirty four weeks of expenses for Astronics Advanced Electronic Systems as compared
with thirty nine weeks in the first nine months of 2006.
Net interest expense for the third quarter of 2006 and 2005 was $0.2 million. Net interest expense
for the first nine months of 2006 increased by $0.1 million from $0.5 million in 2005 to $0.6
million due to an increase in interest rates.
TAXES
The effective income tax rate for the third quarter of 2006 was 32.0 % compared to 48.0% last year.
The 2006 year to date effective income tax rate was 36.4% compared to 50.7% last year. The 2005
tax rate was greater than the Company’s historical rates due primarily to the Company’s assessment
of the impact of the new tax legislation in 2005 and the recording of a valuation allowance
reducing the Company’s $0.5 million deferred tax asset relating to New York State tax credits to
$40 thousand. As a result of this valuation allowance the Company recorded a non-cash charge to
income tax expense of $0.3 million or $.04 per share during the second quarter of 2005.
NET INCOME AND EARNINGS PER SHARE
Net income for the third quarter of 2006 was $1.6 million or $0.20 per diluted share, an increase
of $1.2 million from $0.4 million, or $0.06 per diluted share in the third quarter of 2005. The
earnings per share increase was due to increased net income and was not significantly impacted by a
change in shares outstanding.
LIQUIDITY
Cash used by operating activities totaled $2.7 million during the first nine months of 2006, as
compared with $1.4 million of cash provided by operations during the first nine months of 2005.
The change was due primarily to net income being offset by increased investment in net working
capital components, primarily inventory and receivables associated with our increasing sales.
Cash used in investing activities decreased to $2.4 million in the first nine months of 2006, from
$14.3 million used in the first nine months of 2005. This was due primarily to last year’s $13.4
million acquisition of Astronics Advanced Electronic Systems, offset partially by proceeds from
the sale of short-term investments of $1.0 million in 2005. Capital expenditures increased by
$0.5 million to $2.3 million in 2006 compared to $1.8 million in 2005.
24
In the first nine months of 2006 cash provided by financing activities totaled $1.3 million. The
Company borrowed $0.9 million using its revolving credit facility and had proceeds from the
issuance of stock relating to the exercise of stock options totaling $0.9 million. This was
partially offset by principal payments against the long term debt of $0.5 million.
The Company has a $15 million demand line of credit facility. Interest on outstanding borrowings
bears interest at either LIBOR plus an applicable margin, currently 150 basis points or prime
interest rate, at the Company’s option. At September 30, 2006 the Company had $7.9 million
outstanding on the line of credit. The line is subject to annual review and is payable on demand.
The line of credit, among other requirements, imposes certain financial performance covenants
measured on an annual basis with which the Company anticipates it will be compliant.
During the third quarter the Company committed to proceed with an expansion to its East Aurora, NY
operation. The facility is expected to be completed in the first half of 2007 and will add 57,000
square feet of production capacity. The cost for the expansion, including the initial acquisition
of machinery and equipment is expected to be approximately $7.5 million. The project has received
an Industrial Revenue Bond inducement from the Erie County Industrial Development Agency and
expects to finance the project through the issuance of long term Industrial Revenue Bonds.
The Company believes that cash flow from operations and its available credit facility will be
adequate to meet the Company’s operational and capital expenditure requirements for 2006.
BACKLOG
The Company’s backlog at September 30, 2006 was $88.1 million compared with $78.4 million at
October 1, 2005.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The Company’s contractual obligations and commercial commitments have not changed materially from
disclosures in the Company’s Form 10-K/A for the year ended December 31, 2005 except for those
related to the 57,000 square foot building expansion project in East Aurora, NY. As of September
30, 2006, the Company estimates that obligations related to that project range between $0.7 and
$1.0 million.
MARKET RISK
Risk due to fluctuation in interest rates is a function of the Company’s floating rate debt
obligations, which total approximately $9.8 million at September 30, 2006. To partially offset this
exposure, the Company entered into an interest rate swap in February 2006, on its New York
Industrial Revenue Bond which effectively fixes the rate at 3.99% on this $4.3 million obligation
through January 2016. As a result, a change of 1% in interest rates would impact annual net income
by less than $0.1 million.
There have been no material changes in the current year regarding the market risk information for
its exposure to currency exchange rates. The Company has limited exposure to fluctuation in
Canadian currency exchange rates to the U.S. dollar.
Refer to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2005 for a
complete discussion of the Company’s market risk.
CRITICAL ACCOUNTING POLICIES
Refer to the Company’s annual report on Form 10-K/A for the year ended December 31, 2005 for a
complete discussion of the Company’s critical accounting policies. Other than the adoption of SFAS
123(R), “Share-Based Payments,” (see Note 2 of the Notes to Consolidated Financial Statements)
there have been no significant changes in the current year regarding critical accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
During the first quarter of 2006, we adopted SFAS 123(R), “Share-Based Payment,” applying the
modified prospective method. This Statement requires all equity-based payments to employees,
including grants of employee stock options, to be recognized in the statement of earnings based on
the grant date fair value of the award. Under the modified prospective method, we are required to
record equity-based compensation expense for all awards granted after the date of adoption and for
the unvested portion of previously granted awards outstanding as of the date of adoption. We use a
straight-line method of attributing the value of stock-based compensation expense, based
25
on vesting. Stock compensation expense was $0.1 million in the third quarter of 2006 and $0.4 million
year to date, after taxes. No stock compensation expense was recognized prior to 2006.
In June 2006, the FASB issued Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income
Taxes – an Interpretation for SFAS No. 109.” FIN No. 48 clarifies the accounting for uncertainty in
income taxes recognized in an entity’s financial statements in accordance with for SFAS No. 109,
“Accounting for Income Taxes.” The pronouncement prescribes a recognition threshold and
measurement attributable to financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN No. 48 is effective for fiscal years beginning after
December 15, 2006. The Company is in the process of determining the effect, if any; the adoption of
FIN 48 will have on our financial statements.
In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements”. This
Statement defines fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. Where applicable, this Statement simplifies and codifies
related guidance within generally accepted accounting principles. The Company is in the process of
determining the effect, if any; the adoption of Statement No. 157 will have on our financial
statements.
In September 2006, the FASB issued FASB Statement No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106,
and 132R).” The Statement requires employers to fully recognize the obligations associated with
single-employer defined benefit pension, retiree healthcare and other postretirement plans in their
financial statements. Statement 158 also requires companies to measure a plan’s assets and its
obligations that determine its funded status as of the end of the employer’s fiscal year (with
limited exceptions) instead of permitting companies to use a lag of up to three-months permitted by
FASB Statement No. 87, “Employers’ Accounting for Pensions”, and FASB Statement No. 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”. The Company is in the
process of determining the effect, if any; the adoption of Statement No. 158 will have on our
financial statements.
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains certain forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involves uncertainties and risks. These statements
are identified by the use of the words “believes,” “expects,” “intends,” “anticipates,” “may,”
“will,” “estimate,” “potential” and words of similar import. Readers are cautioned not to place
undue reliance on these forward looking statements as various uncertainties and risks could cause
actual results to differ materially from those anticipated in these statements. These uncertainties
and risks include the success of the Company with effectively executing its plans; the timeliness
of product deliveries by vendors and other vendor performance issues; changes in demand for our
products from the U.S. government and other customers; the acceptance by the market of new products
developed; our success in cross-selling products to different customers and markets; changes in
government contracts; the state of the commercial and business jet aerospace market; the Company’s
success at increasing the content on current and new aircraft platforms; the level of aircraft
build rates; as well as other general economic conditions and other factors.
Item 4. Controls and Procedures
As discussed in Note 12 of the “Notes to Condensed Consolidated Financial Statements (Restated),”
contained in Part I, Item 1 of this Form 10-Q/A, we have restated in this Form 10-Q/A our unaudited
consolidated financial statements for the three and nine months ended September 30, 2006 and
October 1, 2005 (the “Third Quarter Restatement”). This Item 4 has been updated to reflect the
Third Quarter Restatement which is related to the correction of an error in our recognition of
revenue for a bill and hold relationship with one customer.
Evaluation of Disclosure Controls and Procedures (Restated)
(a) Disclosure Controls and Procedures: The Company carried out an evaluation, under the
supervision and with the participation of Company Management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these
disclosure controls and procedures are effective as of the end of the period covered by this
report, to ensure that information required to be disclosed in reports filed or submitted under the
Exchange Act is made known to them on a timely basis, and that these disclosure controls and
procedures are effective to ensure such information is recorded, processed, summarized and reported
within the time periods
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specified in the Commission’s rules and forms. However, as described below
in “Application of Generally Accepted Accounting Principles” during the Company’s 2006 year-end
audit the Company became aware that its revenue recognition policy with regard to a bill and hold
arrangement with one customer did not meet all of the criteria necessary to allow it to recognize
revenue for the transaction while the product remained in the Company’s facility. As such
Management has concluded that a material weakness in the Company’s internal control over financial
reporting existed at September 30, 2006.
(b) Changes in Internal Control over Financial Reporting: There have been no changes in the
Company’s internal control over financial reporting during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting . As such, the material weakness in our internal control over financial
reporting that existed as of December 31, 2005, as described and as disclosed in Part II, Item 9A
of our Amended 2005 Form 10-K/A, continued to exist as of September 30, 2006.
“Application of Generally Accepted Accounting Principles”
During the Company’s 2006 year-end audit the Company became aware that its revenue recognition
policy with regard to a bill and hold arrangement with one customer did not meet all of the
criteria necessary to allow it to recognize revenue for the transaction while the product remained
in the Company’s facility. As such Management has concluded that a material weakness in the
Company’s internal control over financial reporting existed at September 30, 2006. The Company
believes it has taken action to remediate the weakness that includes training with regard to bill
and hold arrangements and approval of any proposed bill and hold arrangement by the CEO and CFO of
the Company.
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PART II — OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 31.1 Section 302 Certification — Chief Executive Officer
Exhibit 31.2 Section 302 Certification — Chief Financial Officer
Exhibit 32. Certification Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
On August 7, 2006, Astronics Corporation issued a news release in Form 8-K announcing its financial
results for the second quarter of 2006.
SIGNATURES
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.
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ASTRONICS CORPORATION
(Registrant)
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Date: March 14, 2007
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By: /s/ David C. Burney
David C. Burney
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Vice President-Finance and Treasurer |
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(Principal Financial Officer) |
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