Astronics 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
|
|
þ |
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended July 1, 2006
or
|
|
|
o |
|
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)
|
|
|
New York
(State or other jurisdiction of
incorporation or organization)
|
|
16-0959303
(IRS Employer Identification Number) |
|
|
|
130 Commerce Way East Aurora, New York
(Address of principal executive offices)
|
|
14052 (Zip code) |
(716) 805-1599
(Registrants 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, $.01 par value Class B Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
As of July 1, 2006 7,942,344 shares of common stock were outstanding consisting of 6,499,364
shares of common stock ($.01 par value) and 1,442,981 shares of Class B common stock ($.01 par
value).
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ASTRONICS CORPORATION
Consolidated Balance Sheet
July 1, 2006
With Comparative Figures for December 31, 2005
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006 |
|
|
December 31, 2005 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
$ |
425 |
|
|
$ |
4,473 |
|
Accounts Receivable, net of allowance for
doubtful
accounts of $311 in 2006 and $365 in 2005 |
|
|
17,784 |
|
|
|
12,635 |
|
Inventories |
|
|
23,223 |
|
|
|
19,013 |
|
Prepaid Expenses |
|
|
1,022 |
|
|
|
626 |
|
Deferred Taxes |
|
|
873 |
|
|
|
775 |
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
43,327 |
|
|
|
37,522 |
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment, at cost |
|
|
33,322 |
|
|
|
31,665 |
|
Less Accumulated Depreciation and Amortization |
|
|
12,237 |
|
|
|
11,204 |
|
|
|
|
|
|
|
|
Net Property, Plant and Equipment |
|
|
21,085 |
|
|
|
20,461 |
|
|
|
|
|
|
|
|
|
|
Intangible Assets, net of accumulated
amortization of $483 in 2006 and $329 in 2005 |
|
|
3,246 |
|
|
|
3,400 |
|
Goodwill |
|
|
2,761 |
|
|
|
2,686 |
|
Other Assets |
|
|
1,750 |
|
|
|
1,788 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
72,169 |
|
|
$ |
65,857 |
|
|
|
|
|
|
|
|
See notes to financial statements.
3
ASTRONICS CORPORATION
Consolidated Balance Sheet
July 1, 2006
With Comparative Figures for December 31, 2005
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006 |
|
|
December 31, 2005 |
|
|
|
(Unaudited) |
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Current Maturities of Long-term Debt |
|
$ |
919 |
|
|
$ |
914 |
|
Note Payable |
|
|
6,000 |
|
|
|
7,000 |
|
Accounts Payable |
|
|
10,167 |
|
|
|
5,421 |
|
Accrued Payroll and Employee Benefits |
|
|
3,653 |
|
|
|
3,861 |
|
Customer Advance Payments |
|
|
4,101 |
|
|
|
4,404 |
|
Other Accrued Expenses |
|
|
1,256 |
|
|
|
1,156 |
|
Income Taxes Payable |
|
|
219 |
|
|
|
171 |
|
Contract Loss Reserve |
|
|
|
|
|
|
830 |
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
26,315 |
|
|
|
23,757 |
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
|
9,868 |
|
|
|
10,304 |
|
Supplemental Retirement Plan and Other Benefits |
|
|
4,579 |
|
|
|
4,494 |
|
Other Liabilities |
|
|
1,337 |
|
|
|
1,317 |
|
Deferred Income Taxes |
|
|
210 |
|
|
|
151 |
|
|
|
|
|
|
|
|
|
|
Shareholders Equity: |
|
|
|
|
|
|
|
|
Common Stock, $.01 par value
Authorized 20,000,000 shares, issued
7,177,801 in 2006, 7,082,100 in 2005 |
|
|
72 |
|
|
|
71 |
|
Class B Stock, $.01 par value
Authorized 5,000,000 shares, issued
1,548,793 in 2006, 1,603,323 in 2005 |
|
|
15 |
|
|
|
16 |
|
Additional Paid-in Capital |
|
|
4,533 |
|
|
|
3,808 |
|
Accumulated Other Comprehensive Income |
|
|
875 |
|
|
|
799 |
|
Retained Earnings |
|
|
28,084 |
|
|
|
24,859 |
|
|
|
|
|
|
|
|
|
|
|
33,579 |
|
|
|
29,553 |
|
Less Treasury Stock: 784,250 shares in 2006
and 2005 |
|
|
3,719 |
|
|
|
3,719 |
|
|
|
|
|
|
|
|
Total Shareholders Equity |
|
|
29,860 |
|
|
|
25,834 |
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
72,169 |
|
|
$ |
65,857 |
|
|
|
|
|
|
|
|
See notes to financial statements.
4
ASTRONICS CORPORATION
Consolidated Statement of Income and Retained Earnings
Six Months Ended July 1, 2006
With Comparative Figures for 2005
(Unaudited)
(dollars in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Three Months Ended |
|
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
53,965 |
|
|
$ |
34,495 |
|
|
$ |
29,039 |
|
|
$ |
18,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold |
|
|
41,872 |
|
|
|
27,707 |
|
|
|
22,195 |
|
|
|
15,344 |
|
Selling, general and
administrative
expenses |
|
|
6,462 |
|
|
|
4,793 |
|
|
|
3,443 |
|
|
|
2,582 |
|
Interest expense, net of interest
income |
|
|
418 |
|
|
|
317 |
|
|
|
219 |
|
|
|
191 |
|
Other (income) expense |
|
|
(34 |
) |
|
|
(4 |
) |
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
48,718 |
|
|
|
32,813 |
|
|
|
25,835 |
|
|
|
18,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
5,247 |
|
|
|
1,682 |
|
|
|
3,204 |
|
|
|
722 |
|
Provision for Income Taxes |
|
|
2,022 |
|
|
|
876 |
|
|
|
1,189 |
|
|
|
525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
3,225 |
|
|
$ |
806 |
|
|
$ |
2,015 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
24,859 |
|
|
|
22,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
$ |
28,084 |
|
|
$ |
23,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.41 |
|
|
$ |
.10 |
|
|
$ |
.25 |
|
|
$ |
.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
.39 |
|
|
$ |
.10 |
|
|
$ |
.25 |
|
|
$ |
.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements
5
ASTRONICS CORPORATION
Consolidated Statement of Cash Flows
Six Months Ended July 1, 2006
With Comparative Figures for 2005
(Unaudited)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,225 |
|
|
$ |
806 |
|
Adjustments to reconcile net income to cash
(used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
1,259 |
|
|
|
1,322 |
|
Deferred Taxes |
|
|
(42 |
) |
|
|
527 |
|
Other |
|
|
(46 |
) |
|
|
(89 |
) |
Provision for Doubtful Accounts |
|
|
(21 |
) |
|
|
|
|
Stock Compensation Expense |
|
|
329 |
|
|
|
|
|
Cash flows from changes in operating assets and
liabilities,
excluding effects of acquisition: |
|
|
|
|
|
|
|
|
Accounts Receivable |
|
|
(5,062 |
) |
|
|
(3,126 |
) |
Inventories |
|
|
(4,139 |
) |
|
|
(2,775 |
) |
Prepaid Expenses |
|
|
(409 |
) |
|
|
39 |
|
Accounts Payable |
|
|
4,718 |
|
|
|
2,684 |
|
Accrued Expenses |
|
|
(81 |
) |
|
|
640 |
|
Customer Advanced Payments |
|
|
(303 |
) |
|
|
|
|
Contract Loss Reserves |
|
|
(830 |
) |
|
|
|
|
Income Taxes |
|
|
49 |
|
|
|
114 |
|
Supplemental Retirement and Other Liabilities |
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) provided by Operating Activities |
|
|
(1,269 |
) |
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Business Acquisition |
|
|
|
|
|
|
(13,366 |
) |
Proceeds from sale of short-term investments |
|
|
|
|
|
|
1,000 |
|
Capital Expenditures |
|
|
(1,607 |
) |
|
|
(1,333 |
) |
Other |
|
|
|
|
|
|
(142 |
) |
|
|
|
|
|
|
|
Cash used in Investing Activities |
|
|
(1,607 |
) |
|
|
(13,841 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Principal Payments on Long-term Debt and Capital Lease
Obligations |
|
|
(483 |
) |
|
|
(467 |
) |
Proceeds from Note Payable |
|
|
|
|
|
|
7,000 |
|
Payment on Note Payable |
|
|
(1,000 |
) |
|
|
|
|
Proceeds from exercise of stock options |
|
|
324 |
|
|
|
162 |
|
Income tax benefit from exercise of stock options |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) provided by Financing Activities |
|
|
(1,087 |
) |
|
|
6,695 |
|
|
|
|
|
|
|
|
|
Effect of Exchange Rates on Cash |
|
|
(85 |
) |
|
|
44 |
|
|
|
|
|
|
|
|
|
Cash used in Continuing Operations |
|
|
(4,048 |
) |
|
|
(6,960 |
) |
Cash used in Discontinued Operations operating activities |
|
|
|
|
|
|
(423 |
) |
|
|
|
|
|
|
|
Net decrease in Cash and Cash Equivalents |
|
|
(4,048 |
) |
|
|
(7,383 |
) |
|
Cash at Beginning of Period |
|
|
4,473 |
|
|
|
8,476 |
|
|
|
|
|
|
|
|
Cash at End of Period |
|
$ |
425 |
|
|
$ |
1,093 |
|
|
|
|
|
|
|
|
See notes to financial statements
6
ASTRONICS CORPORATION
Notes to Consolidated Financial Statements
July 1, 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 six month period ended July 1, 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 Corporations (the Company) 2005 annual report on Form 10-K.
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 Companys 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 six months ended July 1, 2006 and was $3.32 for options granted during the six months
ended July 2, 2005. The following table provides the range of assumptions used to value stock
options granted during the six months ended July 1, 2006 and July 2, 2005.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
July 1, 2006 |
|
July 2, 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 |
7
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 Companys 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 six months ended
July 1, 2006 compared with the pro forma information for the three and six months ended July 2,
2005 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Three Months Ended |
|
(in thousands, except per share data) |
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
Net earnings, as reported for the prior period (1) |
|
$ |
N/A |
|
|
$ |
806 |
|
|
$ |
N/A |
|
|
$ |
197 |
|
Stock compensation expense |
|
|
329 |
|
|
|
208 |
|
|
|
187 |
|
|
|
116 |
|
Tax benefit |
|
|
(51 |
) |
|
|
(75 |
) |
|
|
(35 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense, net of tax (2) |
|
|
278 |
|
|
|
133 |
|
|
|
152 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, including the effect of stock compensation expense (3) |
|
$ |
3,225 |
|
|
$ |
673 |
|
|
$ |
2,015 |
|
|
$ |
123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic, as reported for the prior period (1) |
|
$ |
N/A |
|
|
$ |
.10 |
|
|
$ |
N/A |
|
|
$ |
.02 |
|
Basic, including the effect of stock compensation expense (3) |
|
$ |
.41 |
|
|
$ |
.09 |
|
|
$ |
.26 |
|
|
$ |
.02 |
|
Diluted, as reported for the prior period (1) |
|
$ |
N/A |
|
|
$ |
.10 |
|
|
$ |
N/A |
|
|
$ |
.02 |
|
Diluted, including the effect of stock compensation expense
(3) |
|
$ |
.39 |
|
|
$ |
.08 |
|
|
$ |
.25 |
|
|
$ |
.02 |
|
|
|
|
(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 123. |
A summary of the Companys stock option activity and related information for the six months
ended July 1, 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
|
Exercise Price |
|
|
Aggregate |
|
(in thousands, except per option data) |
|
Number of Options |
|
|
per option |
|
|
Intrinsic Value |
|
|
Outstanding at December 31, 2005 |
|
|
801,583 |
|
|
$ |
6.49 |
|
|
$ |
5,522 |
|
Options Granted |
|
|
25,000 |
|
|
|
13.41 |
|
|
|
(1 |
) |
Options Exercised |
|
|
(44,846 |
) |
|
|
8.13 |
|
|
|
(236 |
) |
|
|
|
|
|
|
|
|
|
|
Outstanding at July 1, 2006 |
|
|
781,737 |
|
|
|
6.62 |
|
|
|
5,285 |
|
|
|
|
|
|
|
|
|
|
|
Exercisable at July 1, 2006 |
|
|
472,688 |
|
|
$ |
6.12 |
|
|
$ |
3,432 |
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the preceding table represents the total pretax option holders
intrinsic value, based on the Companys closing stock price of Common Stock of $13.38 as of July 1,
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 $0.2 million. At July 1, 2006, total
compensation costs related to non vested awards not yet recognized amounts to $0.9 million and will
be recognized over a weighted average period of 2.1 years.
8
The following is a summary of weighted average exercise prices and contractual lives for
outstanding and exercisable stock options as of July 1, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
Exercisable |
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
Remaining Life |
|
Weighted Average |
|
|
|
|
|
Remaining Life |
|
Weighted Average |
Exercise Price Range |
|
Shares |
|
in Years |
|
Exercise Price |
|
Shares |
|
in Years |
|
Exercise Price |
|
$2.59-$4.60 |
|
|
59,195 |
|
|
|
1.1 |
|
|
$ |
3.90 |
|
|
|
59,195 |
|
|
|
1.1 |
|
|
$ |
3.90 |
|
$5.09-$7.65 |
|
|
550,639 |
|
|
|
7.0 |
|
|
$ |
5.62 |
|
|
|
348,995 |
|
|
|
6.4 |
|
|
$ |
5.63 |
|
$9.83-$13.49 |
|
|
171,903 |
|
|
|
7.4 |
|
|
$ |
10.73 |
|
|
|
64,498 |
|
|
|
4.0 |
|
|
$ |
10.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
781,737 |
|
|
|
6.6 |
|
|
$ |
6.62 |
|
|
|
472,688 |
|
|
|
5.4 |
|
|
$ |
6.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Carrying |
|
|
Accumulated |
|
|
Gross Carrying |
|
|
Accumulated |
|
|
|
Weighted Average |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amortization |
|
(in thousands) |
|
Life |
|
|
July 1, 2006 |
|
|
July 1, 2006 |
|
|
Dec. 31, 2005 |
|
|
Dec 31, 2005 |
|
|
Patents |
|
12 Years |
|
|
$ |
1,271 |
|
|
$ |
140 |
|
|
$ |
1,271 |
|
|
$ |
91 |
|
Trade Names |
|
N/A |
|
|
|
553 |
|
|
|
|
|
|
|
553 |
|
|
|
|
|
Completed and unpatented technology |
|
10 Years |
|
|
|
487 |
|
|
|
69 |
|
|
|
487 |
|
|
|
45 |
|
Government contracts |
|
6 Years |
|
|
|
347 |
|
|
|
82 |
|
|
|
347 |
|
|
|
53 |
|
Backlog |
|
4 Years |
|
|
|
314 |
|
|
|
192 |
|
|
|
314 |
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangible assets |
|
|
|
|
|
$ |
2,972 |
|
|
$ |
483 |
|
|
$ |
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 |
|
Six Months Ended |
|
Three Months Ended |
|
|
July 2, 2005 |
|
July 2, 2005 |
|
July 2, 2005 |
|
July 2, 2005 |
(in thousands, except for per share data) |
|
As Reported |
|
Pro Forma |
|
As Reported |
|
Pro Forma |
|
Sales |
|
$ |
34,495 |
|
|
$ |
36,194 |
|
|
$ |
18,840 |
|
|
$ |
18,840 |
|
Net income |
|
$ |
806 |
|
|
$ |
598 |
|
|
$ |
197 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
.10 |
|
|
$ |
.08 |
|
|
$ |
.02 |
|
|
$ |
.02 |
|
Diluted earnings per share |
|
$ |
.10 |
|
|
$ |
.08 |
|
|
$ |
.02 |
|
|
$ |
.02 |
|
9
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.
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
July 2, 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:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
July 1, 2006 |
|
|
December 31, 2005 |
|
|
|
Finished Goods |
|
$ |
2,801 |
|
|
$ |
2,658 |
|
Work in Progress |
|
|
10,576 |
|
|
|
7,805 |
|
Raw Material |
|
|
9,846 |
|
|
|
8,550 |
|
|
|
|
|
|
|
|
|
|
$ |
23,223 |
|
|
$ |
19,013 |
|
|
|
|
|
|
|
|
6) Comprehensive Income and Accumulated Other Comprehensive Income
The components of comprehensive income are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Three Months Ended |
|
(in thousands) |
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
Net income |
|
$ |
3,225 |
|
|
$ |
806 |
|
|
$ |
2,015 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
71 |
|
|
|
(79 |
) |
|
|
88 |
|
|
|
(10 |
) |
Gain on derivatives, net of tax |
|
|
5 |
|
|
|
37 |
|
|
|
22 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
3,301 |
|
|
$ |
764 |
|
|
$ |
2,125 |
|
|
$ |
202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of accumulated other comprehensive income are as follows:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
July 1, 2006 |
|
|
December 31, 2005 |
|
|
Cumulative foreign currency adjustments |
|
$ |
870 |
|
|
$ |
799 |
|
Accumulated gain on derivatives, net of tax |
|
|
5 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
$ |
875 |
|
|
$ |
799 |
|
|
|
|
|
|
|
|
10
7) Earnings Per Share
The following table sets forth the computation of earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Three Months Ended |
|
(in thousands, except per share data) |
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
3,225 |
|
|
$ |
806 |
|
|
$ |
2,015 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share weighted average shares |
|
|
7,925 |
|
|
|
7,835 |
|
|
|
7,937 |
|
|
|
7,857 |
|
Net effect of dilutive stock options |
|
|
258 |
|
|
|
127 |
|
|
|
286 |
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share weighted average shares |
|
|
8,183 |
|
|
|
7,962 |
|
|
|
8,223 |
|
|
|
8,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.41 |
|
|
$ |
0.10 |
|
|
$ |
0.25 |
|
|
$ |
0.02 |
|
Diluted earnings per share |
|
$ |
0.39 |
|
|
$ |
0.10 |
|
|
$ |
0.25 |
|
|
$ |
0.02 |
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Three Months Ended |
|
(in thousands) |
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
|
Service cost |
|
$ |
18 |
|
|
$ |
12 |
|
|
$ |
9 |
|
|
$ |
6 |
|
Interest cost |
|
|
154 |
|
|
|
154 |
|
|
|
77 |
|
|
|
77 |
|
Amortization of prior service cost |
|
|
54 |
|
|
|
54 |
|
|
|
27 |
|
|
|
27 |
|
Amortization of net actuarial losses |
|
|
2 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
228 |
|
|
$ |
220 |
|
|
$ |
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Three Months Ended |
|
(in thousands) |
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
|
Service cost |
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
2 |
|
|
$ |
1 |
|
Interest cost |
|
|
22 |
|
|
|
20 |
|
|
|
11 |
|
|
|
10 |
|
Amortization of prior service cost |
|
|
16 |
|
|
|
16 |
|
|
|
8 |
|
|
|
8 |
|
Amortization of net actuarial losses |
|
|
6 |
|
|
|
2 |
|
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
48 |
|
|
$ |
40 |
|
|
$ |
24 |
|
|
$ |
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
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 entitys 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. We are in the process of determining the effect, if any; the adoption of FIN 48
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 Companys taxable income to New York State,
resulting in lower New York state income taxes. Accordingly, the Companys 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 Companys $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 second 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 38.5%
12
|
|
|
Item 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
(The following should be read in conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations contained in the Companys Form 10-K for the year ended
December 31, 2005.)
The following table sets forth income statement data as a percent of net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
Three Months Ended |
(in thousands) |
|
July 1, 2006 |
|
July 2, 2005 |
|
July 1, 2006 |
|
July 2, 2005 |
|
Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
Cost of products sold |
|
|
77.6 |
|
|
|
80.3 |
|
|
|
76.4 |
|
|
|
81.5 |
|
Selling, general and
administrative and
other expense |
|
|
11.9 |
|
|
|
13.9 |
|
|
|
11.8 |
|
|
|
13.7 |
|
Interest expense |
|
|
0.8 |
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost and expenses |
|
|
90.3 |
|
|
|
95.1 |
|
|
|
89.0 |
|
|
|
96.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
9.7 |
% |
|
|
4.9 |
% |
|
|
11.0 |
% |
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 earnings from the acquisition date.
SALES
Sales for the second quarter of 2006 increased 54.1% to $29.0 million compared with $18.8 million
for the same period last year. Sales to the commercial transport market were $16.9 million, as
compared to $8.4 million for the same period of 2005, an increase of $8.5 million or 100.3 percent.
The sales increase to the commercial transport market was primarily a result of increased volume
of cabin electronics products. The volume increase has been driven by increased installations of
in-seat power and in-flight entertainment systems utilizing our products. The balance of the
increase in commercial transport market sales was due to a broad increased demand for the cabin
lighting product line. Sales to the business jet market were $5.4 million, up $1.3 million, or
32.9%, compared with sales of $4.1 million for the same period in 2005. The increase of sales to
the business jet market is 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
$6.5 million as compared to $6.1 million last year, an increase of $0.4 million or 6.1%. A $1.0
million increase in sales for airframe power products driven by shipments for the Tactical Tomahawk
and Taurus Missile programs was offset by a $1.0 million decrease in deliveries for F-16 night
vision kits for the Korean air force. The balance of the increase for military sales was a result
of a general increase in volume.
2006 year to date sales increased 56.4 % to $54.0 million compared with $34.5 million for the same
period last year. Sales to the commercial transport market were up $14.7 million, or 101.0% to
$29.3 million compared with the year ago period at $14.6 million. The increase is due to primarily
a result of increased volume of cabin electronics products as the commercial airline market
continues to strengthen. The volume increase has been driven by increased installations of in-seat
power and in-flight entertainment systems utilizing our products. Sales to the business jet market
were $10.3 million, up $2.2 million, or 27.5%, compared with $8.1 million for the same period in
2005. The increase of sales to the business jet market is 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 $13.6 million, up from $11.2 million in the same period of 2005.
Shipments for the Tactical Tomahawk and Taurus Missile programs were primarily responsible for a
$2.5 million increase of sales for airframe power products to the military markets. This was
partially offset by a $0.9 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 increase for military
sales was a result of a general increase in volume.
13
A small 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 six months of 2005 contained only twenty one weeks of sales for Astronics Advanced Electronic
Systems as compared with twenty six weeks in the first six months of 2006.
EXPENSES AND MARGINS
Cost of products sold as a percentage of sales decreased 5.1 percentage points to 76.4% for the
second quarter of 2006 as compared to 81.5% for the same period last year. That decrease was
primarily a result of the leverage provided by sales volume increases without a corresponding
increase to our fixed manufacturing costs.
Year to date costs of products sold decreased by 2.7 percentage points to 77.6 % as compared to
80.3% 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 $0.9 million increase in engineering and development costs over
the same period last year.
Selling, general and administrative and other (SG&A) expense as a percent of sales was 11.8 % for
the second quarter of 2006, a decrease of 1.9 percentage points compared with 13.7% for the same
period of 2005. Second quarter 2006 SG&A costs increased $0.8 million as compared to the second
quarter of 2005. The increase 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 six months of 2006 SG&A as a percentage of sales was 11.9% compared to 13.9% for the
same period of 2005. In terms of dollars SG&A costs increased $1.6 million to $6.4 million for the
first six months of 2006 from $4.8 million in the first six 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 six
months of 2005 contained only twenty one weeks of expenses for Astronics Advanced Electronic
Systems as compared with twenty six weeks in the first six months of 2006.
Net interest expense for the second quarter of 2006 and 2005 was $0.2 million. Net interest expense
for the six months of 2006 increased by $0.1 million from $0.3 million in 2005 to $0.4 million due
to an increase in interest rates, offset somewhat by the impact of a pay down of $1.0 million on
the note payable during the first half of 2006.
TAXES
The effective income tax rate for the second quarter of 2006 was 37.1 % compared to 72.7% last
year. The 2005 tax rate was due primarily to the Companys assessment of the impact of the new tax
legislation in 2005 and the recording of a valuation allowance reducing the Companys $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.
The 2006 year to date effective income tax rate was 38.5% compared to 52.1% last year. Last years
effective rate was impacted by the valuation allowance discussed in the preceding paragraph.
The Company expects its effective income tax rate to continue to approximate the statutory rates in
the future.
NET INCOME AND EARNINGS PER SHARE
Net income for the second quarter of 2006 was $2.0 million or $0.25 per share diluted, an increase
of $1.8 million from $0.2 million, or $0.02 per share diluted in the second quarter of 2005. Net
income in the second quarter of 2005 was significantly impacted by recording a valuation allowance
for certain deferred tax assets referred to in the previous Taxes section. The earnings per share
increase was due to increased net income and was not significantly impacted by a change in shares
outstanding.
14
LIQUIDITY
Cash used by operating activities totaled $1.3 million during the first six months of 2006, as
compared with $0.1 million of cash provided by operations during the first six months of 2005.
The change was due primarily to net income being offset by increased investment in net working
capital components. The increase in net working capital components is a function of the
increased sales over the past several quarters.
Cash used in investing activities decreased to $1.6 million in the first six months of 2006, from
$13.8 million used in the first six months of 2005. This was due primarily to last years $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
$0.3 million to $1.6 million in 2006 compared to $1.3 million in 2005.
In the first six months of 2006 the Company used $1.1 million for financing activities as it paid
down $1.0 million on its revolving credit facility and made principal payments against its long
term debt totaling $0.5 million. This was partially offset by proceeds from the issuance of stock
relating to the exercise of stock options totaling $0.4 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 Companys option. As of July 1, 2006 the Company has $6.0 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.
The Company believes that cash flow from operations and its available credit facility will be
adequate to meet the Companys operational and capital expenditure requirements for 2006.
BACKLOG
The Companys backlog at July 1, 2006 was $94.7 million compared with $77.9 million at July 2,
2005.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The Companys contractual obligations and commercial commitments have not changed materially from
disclosures in the Companys Form 10-K for the year ended December 31, 2005.
MARKET RISK
Risk due to fluctuation in interest rates is a function of the Companys floating rate debt
obligations, which total approximately $16.8 million at July 1, 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 Companys Annual Report on Form 10-K for the year ended December 31, 2005 for a
complete discussion of the Companys market risk.
CRITICAL ACCOUNTING POLICIES
Refer to the Companys annual report on Form 10-K for the year ended December 31, 2005 for a
complete discussion of the Companys critical accounting policies. Other than the adoption of SFAS
123(R), Share-Based Payments, there have been no significant changes in the current year
regarding critical accounting policies.
15
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 on
vesting. Stock compensation expense was $0.1 million in the second quarter of 2006 and $0.3
million year to date, after taxes. No stock compensation expense was recognized prior to 2006.
In November 2004, the FASB issued SFAS No. 151 Inventory Costs, an amendment of ARB No. 43,
Chapter 4. The amendments made by this statement clarify that abnormal amounts of idle facility
expense, freight, handling costs and wasted materials (spoilage) should be recognized as
current-period charges and require the allocation of fixed production overheads to inventory based
on the normal capacity of the production facilities. The provisions of this statement are effective
for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of
this standard did not have an impact on its results of operations, cash flows or financial position
in the first half of 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 entitys 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.
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 Companys
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 3. |
|
Quantitative and Qualitative Disclosures About Market Risk |
See Market Risk in Item 2, above.
|
|
|
Item 4. |
|
Controls and Procedures |
The Companys management, with the participation of the Companys Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and
procedures as of July 1, 2006. Based on that evaluation, the Companys Chief Executive Officer and
Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective as of July 1, 2006. There were no material changes in the Companys internal control
over financial reporting during the second quarter of 2006.
16
PART II OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings. |
None.
In addition to other information set forth in this report, you should carefully consider the
factors discussed in Part 1, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the
year ended December 31, 2005, which could materially affect our business, financial condition or
results of operations. The risks described in our Annual Report of Form 10-K are not the only risks
facing us. Additional risks and uncertainties not currently known to us or that we currently deem
to be immaterial also may materially adversely affect our business, financial condition and/or
results of operations.
|
|
|
Item 2. |
|
Unregistered sales of equity securities and use of proceeds. |
(c) The following table summarizes the Companys purchases of its common stock for the
quarter ended July 1, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total number of |
|
(d) Maximum Number |
|
|
|
|
|
|
|
|
|
|
shares Purchased as |
|
of Shares that May |
|
|
|
|
|
|
|
|
|
|
part of Publicly |
|
Yet Be Purchased |
|
|
(a) Total number of |
|
(b) Average Price |
|
Announced Plans or |
|
Under the Plans or |
Period |
|
shares Purchased |
|
Paid per Share |
|
Programs |
|
Programs |
April 2 April 29, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432,956 |
|
April 30 May 27, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432,956 |
|
May 28 July 1, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432,956 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432,956 |
|
|
|
|
Item 3. |
|
Defaults Upon Senior Securities |
None.
|
|
|
Item 4. |
|
Submission of Matters to a Vote of Securities Holders. |
The Companys Annual Meeting of Shareholders was held on May 12, 2006. The following matters were
submitted to a vote of security holders at the Annual Meeting.
|
a. |
|
The nominees to the Board of Directors were elected based on the following shares
voted: |
|
|
|
|
|
|
|
|
|
Nominee |
|
For |
|
Authority Withheld |
Raymond W. Boushie |
|
|
17,234,820 |
|
|
|
963,470 |
|
Robert T. Brady |
|
|
17,001,289 |
|
|
|
1,197,001 |
|
John B. Drenning |
|
|
16,855,557 |
|
|
|
1,342,733 |
|
Peter J. Gundermann |
|
|
17,166,491 |
|
|
|
1,035,799 |
|
Kevin T. Keane |
|
|
17,035,139 |
|
|
|
1,163,151 |
|
Robert J. McKenna |
|
|
17,108,511 |
|
|
|
1,089,779 |
|
|
b. |
|
The selection of Ernst & Young LLP as the Registrants auditors was approved by the
following vote: 17,261,389 in favor; 902,613 against; and 34,287 abstentions. |
|
c. |
|
The proposal to adopt the amendment of the Companys Employee Stock Purchase Plan was
approved by the following vote: 11,908,914 in favor; 1,979,303 against; and 174,884
abstentions. |
Under applicable New York law and the Companys charter documents, abstentions and non-votes
have no effect.
17
|
|
|
Item 5. |
|
Other Information. |
None.
|
|
|
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 May 11, 2006, Astronics Corporation issued a news release in Form 8-K announcing its financial
results for the first 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.
|
|
|
|
|
|
ASTRONICS CORPORATION |
|
|
(Registrant) |
|
|
Date: August 11, 2006 |
By: |
/s/ David C. Burney
|
|
|
|
David C. Burney |
|
|
|
Vice President-Finance and
Treasurer
(Principal Financial Officer) |
|
|
18