SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1996 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 (I.R.S. Employer incorporation or organization) Identification No.) 1200 Wall Street West Lyndhurst, New Jersey 07071 (Address of principal executive offices) (Zip Code) (201)896-8400 (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 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: 5,080,331 shares (as of October 31, 1996) Page 1 of 16
CURTISS-WRIGHT CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS PAGE PART I - FINANCIAL INFORMATION Item 1 - Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Earnings 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Stockholders' Equity 6 Notes to Consolidated Financial Statements 7 - 10 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 14 PART II - OTHER INFORMATION 15 Item 6 - Exhibits and Reports on Form 8-K 16 - 2 -
PART I - FINANCIAL INFORMATION Item 1 - Financial Statements CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) September 30, December 31, 1996 1995 Assets: --------- --------- Cash and cash equivalents $ 7,469 $ 8,865 Short-term investments 57,022 69,898 Receivables, net 41,415 36,277 Deferred tax asset 7,373 7,149 Inventories 41,214 29,111 Other current assets 1,909 2,325 --------- --------- Total current assets 156,402 153,625 --------- --------- Property, plant and equipment, at cost 206,390 198,051 Less, accumulated depreciation 145,791 141,782 --------- --------- Property, plant and equipment, net 60,599 56,269 Prepaid pension costs 33,442 31,128 Other assets 10,707 5,179 --------- --------- Total assets $261,150 $246,201 ========= ========= Liabilities: Accounts payable and accrued expenses $ 24,620 $ 17,244 Dividends payable 1,270 Income taxes payable 1,762 2,000 Other current liabilities 13,015 13,810 --------- --------- Total current liabilities 40,667 33,054 --------- --------- Long-term debt 10,347 10,347 Deferred income taxes 8,280 7,447 Other liabilities 21,249 23,174 --------- --------- Total liabilities 80,543 74,022 --------- --------- Stockholders' equity: Common stock, $1 par value 10,000 10,000 Capital surplus 57,142 57,141 Retained earnings 297,862 288,710 Unearned portion of restricted stock (670) (780) Equity adj from foreign currency translation (2,280) (1,330) --------- --------- 362,054 353,741 Less, cost of treasury stock 181,447 181,562 --------- --------- Total stockholders' equity 180,607 172,179 --------- --------- Total liabilities and stockholders' equity $261,150 $246,201 ========= ========= [FN] See notes to consolidated financial statements. - 3 -
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of EARNINGS (UNAUDITED) (In thousands except per share data) Nine Months Ended Three Months Ended September 30, September 30, -------------------- ------------------- 1996 1995 1996 1995 Revenues: --------- --------- -------- -------- Sales $124,440 $110,388 $44,881 $35,929 Rentals and gains (losses) on sales of real estate & equipment, net 5,994 6,696 2,312 2,227 Interest, dividends & gains (losses) on short-term investments, net 2,348 3,396 813 1,097 Other income, net 120 189 8 50 --------- --------- -------- -------- Total revenues 132,902 120,669 48,014 39,303 --------- --------- -------- -------- Costs and expenses: Product and engineering 84,226 75,662 30,754 24,077 Selling and service 4,663 4,425 1,433 1,388 Administrative and general 23,700 20,586 8,834 6,493 Interest 284 431 91 142 --------- --------- -------- -------- Total costs and expenses 112,873 101,104 41,112 32,100 --------- --------- -------- -------- Earnings before taxes 20,029 19,565 6,902 7,203 Provision for income taxes 7,068 6,362 2,458 2,237 --------- --------- -------- -------- Net earnings $ 12,961 $ 13,203 $ 4,444 $ 4,966 ========= ======== ======== ======== Weighted average number of common shares outstanding 5,079 5,061 5,079 5,061 ===== ===== ===== ===== Net earnings per common share $2.55 $2.61 $ .87 $ .98 ===== ===== ===== ===== Dividends per common share $ .75 $ .75 $ .25 $ .25 ===== ===== ===== ===== [FN] See notes to consolidated financial statements. - 4 -
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of CASH FLOWS (UNAUDITED) (In thousands) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Net earnings $ 12,961 $ 13,203 --------- --------- Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 6,690 7,814 Net gains on short-term investments (600) (1,044) Decrease in deferred taxes 609 1,363 Changes in operating assets and liabilities, net of business acquired: Proceeds from sales of trading securities 230,501 137,570 Purchases of trading securities (219,806) (139,155) Increase in receivables (1,908) (2,332) Increase in inventory (7,298) (6,840) Increase in progress payments 2,091 3,305 In in accounts payable and accrued expenses 6,312 1,440 Decrease in income taxes payable (238) (2,074) Increase in other assets (2,727) (963) Decrease in other liabilities (45) (4,480) Other, net (475) (1,065) --------- --------- Total adjustments 13,106 (6,461) --------- --------- Net cash provided by operating activities 26,067 6,742 --------- --------- Cash flows from investing activities: Proceeds from sales of real estate and equipment 464 3,219 Additions to property, plant and equipment (8,767) (5,359) Acquisition of Accessory Services business (16,621) 0 --------- --------- Net cash used by investing activities (24,924) (2,140) --------- --------- Cash flows from financing activities: Principal payments on long-term debt 0 (54) Dividends paid (2,539) (2,529) --------- --------- Net cash used by financing activities (2,539) (2,583) --------- --------- Net increase (decrease) in cash and cash equivalents (1,396) 2,019 Cash and cash equivalents at beginning of period 8,865 4,245 --------- --------- Cash and cash equivalents at end of period $ 7,469 $ 6,264 ========= ========= [FN] See notes to consolidated financial statements. - 5 -
<TABLE> CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of STOCKHOLDERS' EQUITY (UNAUDITED) (In thousands of dollars) <CAPTION> Equity Unearned Adjustments Common Stock Portion of from Foreign Shares Capital Retained Restricted Currency Treasury Stock Issued Amount Surplus Earnings Stock Translation Shares Amount - ----------------- ---------- ------- ------- -------- ---------- -------- --------- -------- <S> <C> <C> <C> <C> <C> <C> <C> <C> December 31, 1994 10,000,000 $10,000 $57,139 $275,600 $(1,622) 4,939,257 $182,348 Net earnings 18,169 Common dividends (5,059) Exchange of com- mon shares for the exercise of stock options 1,513 71 Stock options exercised (31) (2,346) (110) Stock awards issued 33 $(780) (16,247) (747) Translation ad- justments, net 292 - ----------------- ---------- ------- ------- -------- ---------- -------- --------- -------- December 31, 1995 10,000,000 10,000 57,141 288,710 (780) (1,330) 4,922,177 181,562 Net earnings 12,961 Common dividends (3,809) Amortization of earned portion of restricted stock 110 Stock options exercised, net (9) (702) (32) Stock awards issued 10 (1,806) (83) Translation ad- justment, net (950) - ----------------- ---------- ------- ------- -------- ---------- -------- --------- -------- September 30, 1996 10,000,000 $10,000 $57,142 $297,862 $(670) $(2,280) 4,919,669 $181,447 ========== ======= ======= ======== ========== ======== ========= ======== </TABLE> [FN] See notes to consolidated financial statements. - 6 -
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION Curtiss-Wright Corporation ("the Corporation") is a diversified multi-national manufacturing concern which produces and markets precision components and systems and provides highly engineered services to Aerospace & Marine and Industrial markets. Its principal operations include three domestic manufacturing facilities and thirty-two Metal Improvement service facilities located in North America and Europe, and two aircraft component overhaul facilities located in Florida and Denmark. The information furnished in this report has been prepared in conformity with generally accepted accounting principles and as such reflects all adjustments, consisting primarily of normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation's 1995 Annual Report on Form 10-K. The results of operations for these interim periods are not necessarily indicative of the operating results for a full year. 2. ACQUISITION On May 20, 1996, the Corporation completed the purchase of the Miami, Florida based Accessory Services unit of Aviall, Inc. ("Accessory Services"). This acquisition expands the Corporation's component overhaul business both geographically and from a product line perspective. The newly-acquired business unit is a provider of a broad range of aircraft component repair and overhaul services with a global customer base and has annual sales of approximately $21 million. The Corporation acquired the net assets of Accessory Services for $16.6 million in cash and has accounted for the acquisition as a purchase. The excess of purchase price over the estimated fair value of the net assets acquired amounted to approximately $4.0 million and is being amortized on a traight-line basis over 30 years. The fair value of the net assets acquired was adjusted in the third quarter of 1996 based on the results of an independent appraisal. The results of operations of Accessory Services have been included in the consolidated financial statements of the Corporation from the date of acquisition. - 7 -
The unaudited pro forma consolidated results of operations shown below have been prepared as if the acquisition had occurred at the beginning of 1996: (In thousands, except per share data) Nine Months Ended September 30, 1996 ------------------ Net sales $132,720 Net earnings $ 13,309 Net earnings per common share $2.62 3. RECEIVABLES Receivables, at September 30, 1996 and December 31, 1995, include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed at the dates presented. Substantially all amounts of unbilled receivables are expected to be billed and collected within a year. The composition of receivables for those periods is as follows: (In thousands) ----------------------------- September 30, December 31, 1996 1995 -------- -------- Accounts receivable, billed $38,749 $32,236 Less: progress payments applied 5,745 4,339 -------- -------- 33,004 27,897 -------- -------- Unbilled charges on long-term contracts 25,189 25,128 Less: progress payments applied 15,709 15,988 -------- -------- 9,480 9,140 -------- -------- Allowance for doubtful accounts (1,069) (760) -------- -------- Receivables, net $41,415 $36,277 ======== ======== - 8 -
4. INVENTORIES Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories at September 30, 1996 and December 31, 1995 is as follows: (In thousands) ----------------------------- September 30, December 31, 1996 1995 Raw materials $ 9,264 $ 3,757 Work-in-process 18,629 14,489 Finished goods 7,888 4,353 Inventoried costs related to U. S. Government and other long-term contracts 11,722 11,474 -------- -------- Total inventories 47,503 34,073 Less: progress payments applied, principally related to long-term contracts 6,289 4,962 -------- -------- Net inventories $41,214 $29,111 ======== ======== 5. ENVIRONMENTAL MATTERS The Corporation establishes a reserve for a potential environmental responsibility when it concludes that a determination of legal liability is probable, based upon the advice of counsel. Such amounts, if quantified, reflect the Corporation's estimate of the amount of that liability. If only a range of potential liability can be estimated, a reserve will be established at the low end of that range. Such reserves represent today's values of anticipated remediation not recognizing any recovery from insurance carriers, or third-party legal actions, and are not discounted. The Corporation is joined with many other corporations and municipalities as potentially responsible parties (PRPs) in a number of environmental cleanup sites, which include the Sharkey Landfill Superfund Site, Parsippany, N. J., Caldwell Trucking Company Superfund Site, Fairfield, N. J., and Pfohl Brothers Landfill Site, Cheektowaga, N. Y., identified to date as the most significant sites. Other environmental sites in which the Corporation is involved include but are not limited to Chemsol, Inc. Superfund Site, Piscataway, N. J., and PJP Landfill, Jersey City, N. J. - 9 -
The Corporation believes that the outcome of any of these matters would not have a material adverse effect on the Corporation's results of operations or financial condition. 6. CONSOLIDATED STATEMENTS OF CASH FLOWS Interest payments of $255,000 and $466,000 were made primarily in association with long-term debt in the first nine months of 1996 and 1995, respectively. The Corporation made estimated federal income tax payments totaling $3,674,000 and $3,762,000 for the first nine months of 1996 and 1995, respectively. 7. EARNINGS PER SHARE Earnings per share were computed by dividing the applicable amount of earnings by the weighted average number of common shares outstanding during each period shown in the accompanying Consolidated Statements of Earnings. The assumed exercise of outstanding stock options had a dilutive but immaterial effect on earnings per share in each respective period. - 10 -
PART I - ITEM 2 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS RESULTS OF OPERATIONS: Curtiss-Wright Corporation (the "Corporation") posted increases in sales and pre-tax segment earnings for the third quarter and first nine months of 1996, but showed lower consolidated net earnings, when compared with results for the same corresponding periods of 1995. Net earnings totaled $4.4 million, or $.87 per share, for the third quarter of 1996 as compared with $5.0 million, or $.98 per share, for the third quarter of 1995. Net earnings for the first nine months of 1996 totaled $13.0 million, or $2.55 per share, 2% below the nine month 1995 earnings. This decline in consolidated net earnings is attributable to lower levels of non-operating revenues. These revenues totaled $3.1 million and $8.5 million for the third quarter and first nine months of 1996, declining 7% and 18%, respectively, from the year earlier periods. The current declines primarily reflect lower overall income from our portfolio of short-term investments. Net earnings in the third quarter also reflected other non-operating expenses, as discussed under the caption Other Revenues and Costs following the segment performance. Total sales for the Corporation showed substantial increases in the third quarter and first nine months of 1996, as compared with the same prior year periods. Sales reported for the third quarter of 1996 were $44.9 million, an increase of 25% from the third quarter of 1995. Sales for the first nine months of 1996 totaled $124.4 million, up 13% from the first nine months of 1995. The Corporation also posted a 14% improvement in aggregate pre-tax earnings from its business segments for the third quarter of 1996, when compared with those of the third quarter of 1995. Pre-tax earnings for the Corporation's two business segments totaled $7.0 million for the third quarter of 1996, compared with $6.1 million for the same prior year period. Pre-tax segment earnings for the first nine months of 1996 totaled $19.3 million, an 18% improvement over the $16.4 million posted in the first nine months of 1995. These improvements in pre-tax segment earnings for both 1996 periods were primarily due to a strong performance in our Aerospace markets, particularly the component repair and overhaul business, which was expanded through the acquisition of our Accessory Services, Miami, Florida-based overhaul facility in May 1996. - 11 -
Segment Performance The Corporation's Aerospace & Marine segment posted substantially improved results for both the third quarter and first nine months of 1996 as compared with those for the same periods of 1995. Sales increased 38% in the third quarter of 1996, to $29.5 million, from 1995 third quarter sales, and totaled $78.3 million for the first nine months of 1996, 22% higher than for January-September 1995. Aerospace segment income increased substantially when comparing both the third quarter and first nine month periods of 1996 with the corresponding periods of 1995. The improvements in the 1996 periods largely reflect the first full quarter of contributions from our Accessory Services facility, which has been fully integrated into our existing overhaul business unit and is performing up to expectations. The acquired facility has accounted for more than 50% of the sales growth and more than 25% of the improved operating income of the Aerospace & Marine segment. Sales of shot-peening and peen-forming services continue to show large improvements over prior year levels, particularly within foreign aerospace markets. The Aerospace & Marine segment's results also reflect higher nine-month sales of actuation components for the F-16 foreign military production programs and the achievement of contract milestones on the F-22 wing and weapons bay door actuation development programs. Sales of military valve products increased slightly for the third quarter of 1996, compared with the same period of 1995, but were below 1995 nine-month levels. New orders received by the Aerospace & Marine segment totaled $21.6 million for the third quarter of 1996, 22% below the third quarter of 1995. However, new orders for the first nine months of 1996 are 19% above those of the same prior year period, totaling $74.4 million. Last year, the Corporation received significant orders from The Boeing Commercial Airplane Group for actuation equipment for the new 737-700 and the 757 and 767 airliners. During the third quarter of 1996, the Corporation obtained a $4.1 million follow-on order from Boeing for actuation components on its long-standing 737-400 program. This order follows a $5.1 million order for 737-400 components received in April 1996. These orders, totaling $9.2 million, are scheduled to ship throughout 1997 and into the first quarter of 1998. In addition, the increase in new orders received in the first nine months of 1996 reflects higher levels of overhaul services, particularly as a result of the Accessory Services acquisition, as well as an increase in F-16 foreign military orders, increased sales of shot-peening and peen-forming services and an increase in orders for military valve products for use by the U. S. Nuclear Navy. The Corporation's Industrial segment posted sales of $15.4 million for the third quarter of 1996, a slight improvement over sales of $14.6 million posted in the third quarter of 1995. Sales for the first nine months of 1996 totaled $46.1 million, compared with $46.2 million for the corresponding prior year period. After excluding sales of the Corporation's Buffalo Extrusion facility (sold in June 1995) from the nine-month 1995 total, sales for the 1996 period show a 13% increase. Improvements in sales of the Industrial segment primarily reflect a higher volume of shot-peening services during the third quarter and first nine months of 1996. Sales of commercial valve field services and spare parts were also higher during the first nine months of 1996 than the same prior year period. However, commercial valve sales levels for the third quarter of 1996 were below third quarter 1995 levels. Operating income for the third quarter of 1996 declined 21% from the same period of 1995, largely due to the decline in commercial valve sales. New orders received by the Industrial segment totaled $15.0 million and $44.8 million for the third quarter and first nine- month periods of 1996, respectively. The orders received in those 1996 periods reflect improvements of 11% and 13%, respectively, after excluding orders received by the former Buffalo facility from the same 1995 period totals. The improvement in orders for both 1996 periods largely reflects the increased level of shot-peening sales. - 12 -
Other Revenues and Costs: Other revenue recorded in the third quarter of 1996 totaled $3.1 million, compared with $3.4 million recorded in the third quarter of 1995, while other revenue for the first nine months of 1996 totaled $8.5 million, compared with $10.3 million recorded in the same period of 1995. The decline in other revenue for both 1996 periods, as compared with the ame respective prior year periods, largely reflects lower overall investment income as a result of lower available investable funds due to the Accessory Services acquisition. The Corporation also recorded losses on write-offs of fixed assets in early 1996, compared with non-recurring gains from sales of machinery and equipment recorded in the prior year, adding to the decline in other revenue for the nine-month comparable periods. Operating costs for the Corporation as a whole increased 28% and 12% for the third quarter and first nine months of 1996, respectively, when compared with costs incurred in the same respective periods of 1995 reflecting, in part, increased sales of the 1996 periods. Operating costs for 1996 also reflect higher administrative expenses, which increased 36% and 15%, respectively, as compared with the third quarter and nine-month periods of 1995. In the third quarter of 1996 the Corporation recorded additional charges, aggregating $.6 million, for estimated additional environmental liabilities and unfavorable experience on workers' compensation insurance, both associated with the Corporation's former Buffalo Facility. Net pension income generated from the Corporation's overfunded pension plan varied slightly totaling $2.3 million for the first nine months of 1996, compared with $2.0 million for the first nine months of 1995. Net pension income is recorded as an offset to administrative expenses of both years. - 13 -
CHANGES IN FINANCIAL CONDITION: Liquidity and Capital Resources: The Corporation's working capital was $115.8 million at September 30, 1996, a 4% decrease from working capital at December 31, 1995 of $120.6 million. The ratio of current assets to current liabilities was 3.8 to 1 at September 30, 1996, compared with a current ratio of 4.6 to 1 at December 31, 1995. The decline in working capital and its associated ratio primarily reflect goodwill generated from the Accessory Services acquisition, as discussed in Note 2 to the consolidated financial statements. The Corporation's balance of cash and short-term investments total $64.5 million at September 30, 1996, a decline of $14.3 million from balances at the prior year-end, again, primarily reflecting the acquisition cost of the Accessory Services business. Inventories and net receivables at September 30, 1996 have increased substantially compared with their levels at December 31, 1995, primarily reflecting the working capital acquired with Accessory Services. Current inventory levels also reflect an increase associated with aerospace development contracts, particularly inventory needed to support the ramp-up of production on the new actuation programs for Boeing, as well as inventory to support growth in overhaul services. The Corporation continues to maintain its $22.5 million revolving credit lending facility and its $22.5 million short-term credit agreement, which provide additional sources of capital to the Corporation. The revolving credit agreement, of which $7.8 million remains unused at September 30, 1996, encompasses various letters of credit issued primarily in connection with outstanding industrial revenue bonds. There were no cash borrowings made on the credit agreements during the first nine months of 1996 or 1995. During the first nine months of 1996, internally generated funds were adequate to meet capital expenditures of $8.8 million, primarily for the building expansion at our Shelby, North Carolina facility and machinery and equipment within the operating segments. Capital expenditures of approximately $8.7 million are anticipated for the balance of the year, primarily for additional machinery and equipment to be used within the Aerospace & Marine segment. Projected funds from operating sources are expected to be more than adequate to cover the cost of these projects as well as other future cash requirements. - 14 -
PART II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedules (Page 16) (b) Reports on Form 8-K The Registrant did not file any reports on Form 8-K during the quarter ended September 30, 1996. 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. CURTISS-WRIGHT CORPORATION (Registrant) By: /s Robert A. Bosi Robert A. Bosi, Vice President-Finance By: /s Kenneth P. Slezak Kenneth P. Slezak, Controller Dated: November 8, 1996 - 15 -