form10q.htm

 
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2009

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 1-134

CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
 
13-0612970
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

10 Waterview Boulevard
   
Parsippany, New Jersey
 
07054
(Address of principal executive offices)
 
(Zip Code)

(973) 541-3700
(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 (or for such shorter period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x                        No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  o                        No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x                      Accelerated filer o
Non-accelerated filer   o    (Do not check if a smaller reporting company)       Smaller reporting company o

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

Yes  o   No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, par value $1.00 per share 45,557,089 shares (as of July 31, 2009).

 
 

 

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS




     
       
PART I – FINANCIAL INFORMATION
 
PAGE
       
       
Item 1.
Unaudited Financial Statements:
 
       
   
Condensed Consolidated Statements of Earnings
3
       
   
Condensed Consolidated Balance Sheets
4
       
   
Condensed Consolidated Statements of Cash Flows
5
       
   
Condensed Consolidated Statements of Stockholders’ Equity
6
       
   
Notes to Condensed Consolidated Financial Statements
7 - 21
       
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22 - 31
       
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
32
       
Item 4.
Controls and Procedures
32
       
       
       
PART II – OTHER INFORMATION
 
       
       
Item 1.
Legal Proceedings
33
       
Item 1A.
Risk Factors
33
       
Item 4.
Submission of Matters to a Vote of Security Holders
33
       
Item 5.
Other Information
34
       
Item 6.
Exhibits
34
       
Signatures
 
35

 
 

 


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 
(UNAUDITED)
 
(In thousands except per share data)
 
                         
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
                         
   
2009
   
2008
   
2009
   
2008
 
                         
Net sales
  $ 447,371     $ 453,464     $ 871,163     $ 886,843  
Cost of sales
    302,789       296,230       590,821       591,140  
Gross profit
    144,582       157,234       280,342       295,703  
                                 
Research and development costs
    13,200       13,017       26,324       25,853  
Selling expenses
    27,415       28,842       53,278       54,182  
General and administrative expenses
    60,204       65,703       125,834       125,269  
Operating income
    43,763       49,672       74,906       90,399  
                                 
Other income, net
    47       224       348       698  
Interest expense
    (6,542 )     (7,176 )     (13,482 )     (14,759 )
                                 
Earnings before income taxes
    37,268       42,720       61,772       76,338  
Provision for income taxes
    12,814       15,643       21,513       27,482  
                                 
Net earnings
  $ 24,454     $ 27,077     $ 40,259     $ 48,856  
                                 
Basic earnings per share
  $ 0.54     $ 0.61     $ 0.89     $ 1.10  
Diluted earnings per share
  $ 0.54     $ 0.60     $ 0.88     $ 1.08  
                                 
Dividends per share
  $ 0.08     $ 0.08     $ 0.16     $ 0.16  
                                 
Weighted average shares outstanding:
                               
Basic
    45,127       44,631       45,063       44,607  
Diluted
    45,537       45,355       45,504       45,290  
                                 



See notes to condensed consolidated financial statements

 
 

 


 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(UNAUDITED)
 
(In thousands)
 
   
June 30,
   
December 31,
 
   
2009
   
2008
 
Assets
           
Current Assets:
           
Cash and cash equivalents
  $ 59,209     $ 60,705  
Receivables, net
    397,535       395,659  
Inventories, net
    305,394       281,508  
Deferred tax assets, net
    37,341       37,314  
Other current assets
    35,655       26,833  
Total current assets
    835,134       802,019  
Property, plant, and equipment, net
    389,927       364,032  
Goodwill
    632,609       608,898  
Other intangible assets, net
    243,929       234,596  
Deferred tax assets, net
    16,998       23,128  
Other assets
    10,177       9,357  
Total Assets
  $ 2,128,774     $ 2,042,030  
                 
Liabilities
               
Current Liabilities:
               
Short-term debt
  $ 1,951     $ 3,249  
Accounts payable
    107,327       140,954  
Dividends payable
    3,636       -  
Accrued expenses
    84,140       103,973  
Income taxes payable
    3,498       8,213  
Deferred revenue
    162,236       138,753  
Other current liabilities
    44,426       56,542  
Total current liabilities
    407,214       451,684  
Long-term debt
    559,449       513,460  
Deferred tax liabilities, net
    26,173       26,850  
Accrued pension and other postretirement benefit costs
    134,392       125,762  
Long-term portion of environmental reserves
    20,189       20,377  
Other liabilities
    45,381       37,135  
Total Liabilities
    1,192,798       1,175,268  
Contingencies and Commitments (Note 14)
               
                 
Stockholders' Equity
               
Common stock, $1 par value
    48,042       47,903  
Additional paid-in capital
    99,830       94,500  
Retained earnings
    932,934       899,928  
Accumulated other comprehensive loss
    (48,337 )     (72,551 )
      1,032,469       969,780  
Less:  Cost of treasury stock
    (96,493 )     (103,018 )
Total Stockholders' Equity
    935,976       866,762  
Total Liabilities and Stockholders' Equity
  $ 2,128,774     $ 2,042,030  
                 

See notes to condensed consolidated financial statements

 
 

 

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
   
Six Months Ended
June 30,
 
   
2009
   
2008
 
Cash flows from operating activities:
           
Net earnings
  $ 40,259     $ 48,856  
Adjustments to reconcile net earnings to net cash
provided by operating activities:
               
Depreciation and amortization
    38,045       37,510  
Net loss on sales and disposals of long lived assets
    644       285  
Gain on bargain purchase
    (1,937 )     -  
Deferred income taxes
    2,246       127  
Share-based compensation
    6,574       5,550  
Changes in operating assets and liabilities, net of
businesses acquired:
               
Decrease in receivables
    13,148       7,168  
Increase in inventories
    (13,000 )     (35,830 )
(Decrease) increase in progress payments
    (5,302 )     4,755  
Decrease in accounts payable andaccrued expenses
    (57,894 )     (28,589 )
Increase in deferred revenue
    22,936       25,954  
Decrease in income taxes payable
    (9,750 )     (15,715 )
Increase in net pension and postretirement liabilities
    7,917       6,261  
(Increase) decrease in other current and long-termassets
    (1,287 )     2,075  
(Decrease) increase in other current and long-termliabilities
    (8,334 )     782  
Total adjustments
    (5,994 )     10,333  
Net cash provided by operating activities
    34,265       59,189  
Cash flows from investing activities:
               
Proceeds from sales and disposals of long lived assets
    2,640       7,906  
Acquisitions of intangible assets
    (321 )     (175 )
Additions to property, plant, and equipment
    (37,528 )     (46,596 )
Acquisition of new businesses
    (49,726 )     (886 )
Net cash used for investing activities
    (84,935 )     (39,751 )
Cash flows from financing activities:
               
Borrowings of debt
    437,880       205,500  
Principal payments on debt
    (393,218 )     (207,531 )
Proceeds from exercise of stock options
    5,315       4,039  
Dividends paid
    (3,617 )     (3,589 )
Excess tax benefits from share based compensation
    74       360  
Net cash provided by (used for) financing activities
    46,434       (1,221 )
Effect of exchange-rate changes on cash
    2,740       427  
Net (decrease) increase in cash and cash equivalents
    (1,496 )     18,644  
Cash and cash equivalents at beginning of period
    60,705       66,520  
Cash and cash equivalents at end of period
  $ 59,209     $ 85,164  
                 
Supplemental disclosure of investing activities:
               
Fair value of assets acquired in current year acquisitions
  $ 55,504     $ 3,128  
Additional consideration received on prior year acquisitions
    (870 )     (1,467 )
Liabilities assumed from current year acquisitions
    (2,969 )     (775 )
Gain on bargain purchase
    (1,937 )     -  
Cash acquired
    (2 )     -  
    $ 49,726     $ 886  
See notes to condensed consolidated financial statements
 
 

 

 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
(UNAUDITED)
 
(In thousands)
 
                               
                               
   
 
 
Common
Stock
   
Additional
Paid-in
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income
   
Treasury
Stock
 
                               
December 31, 2007
  $ 47,715     $ 79,550     $ 807,413     $ 93,327     $ (113,220 )
                                         
Net earnings
                109,390              
Pension and postretirement adjustment, net
                      (87,313 )      
Foreign currency translation
adjustments, net
                      (78,743 )      
Adjustment for SFAS No. 158 measurement date change, net
                (2,494 )     178        
Dividends paid
                (14,381 )            
Stock options exercised, net
    188       6,050                   5,439  
Share-based compensation
          9,278                   4,385  
Other
          (378 )                 378  
December 31, 2008
    47,903       94,500       899,928       (72,551 )     (103,018 )
                                         
Net earnings
                40,259              
Pension and postretirement
adjustments, net
                      (147 )      
Foreign currency translation
adjustments, net
                      24,361        
Dividends declared
                (7,253 )            
Stock options exercised, net
    139       2,947                   2,280  
Share-based compensation
          2,692                   3,936  
Other
            (309 )                     309  
June 30, 2009
  $ 48,042     $ 99,830     $ 932,934     $ (48,337 )   $ (96,493 )
                                         





See notes to condensed consolidated financial statements

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.           BASIS of PRESENTATION

Curtiss-Wright Corporation with its subsidiaries (the “Corporation”) is a diversified, multinational manufacturing and service company that designs, manufactures, and overhauls precision components and systems and provides highly engineered products and services to the aerospace, defense, automotive, shipbuilding, processing, oil, petrochemical, agricultural equipment, railroad, power generation, security, and metalworking industries. Operations are conducted through 66 manufacturing facilities and 65 metal treatment service facilities.

The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright Corporation and its majority-owned subsidiaries.  All significant intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. The most significant of these estimates includes the estimate of costs to complete long-term contracts under the percentage-of-completion accounting methods, the estimate of useful lives for property, plant, and equipment, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, estimate for the valuation and useful lives of intangible assets, estimates for warranty reserves, and future environmental costs. Actual results may differ from these estimates.  In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2008 Annual Report on Form 10-K.  The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.  In addition, the financial statements have been adjusted for the transfer of our Indal Technologies business unit from the Motion Control segment to the Flow Control segment.  Accordingly, all segment data has been modified.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
ADOPTION OF NEW STANDARDS
 
 
In May 2009, FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS No. 165 provides the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively.  The adoption of this statement will require the Corporation to provide additional disclosures if material subsequent events occur.  The Corporation has evaluated the period from June 30, 2009 through August 7, 2009 and has determined that there are no material subsequent events to disclose.
 

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



 
In April 2009, FASB issued FASB Staff Position (“FSP”) 107-1 and Accounting Principles Board Opinion (“APB”) 28-1 (“FSP 107-1 and APB 28-1”) Interim Disclosures about Fair Value of Financial Instruments. FSP 107-1 and APB 28-1 enhance consistency in financial reporting by increasing the frequency of fair value disclosures. FSP 107-1 and APB 28-1 relate to fair value disclosures for any financial instruments that are not currently reflected on a company's balance sheet at fair value. Prior to the effective date of FSP 107-1 and APB 28-1, fair values for these assets and liabilities were only disclosed once a year.  FSP 107-1 and APB 28-1 will now require these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. The adoption of this statement required the Corporation to provide additional disclosures, see Note 7.
 
Effective January 1, 2008, the Corporation adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. In accordance with Financial Accounting Standards Board Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, the Corporation adopted fair value accounting and disclosure for all non-financial assets and non-financial liabilities as of January 1, 2009.  SFAS No. 157 enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. SFAS No. 157 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
 
Level 1: Quoted market prices in active markets for identical assets or liabilities.
 
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
 
Level 3: Unobservable inputs that are not corroborated by market data.

Effective January 1, 2009, the Corporation adopted SFAS No. 141 (Revised 2007), Business Combinations (“SFAS No. 141(R)”). SFAS No. 141(R) changed the accounting treatment for certain specific items, including, but not limited to: acquisition costs are generally expensed as incurred; non-controlling interests are valued at fair value at the acquisition date; acquired contingent liabilities are recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; in-process research and development are recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination are generally expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally affect income tax expense. SFAS No. 141(R) also includes several new disclosure requirements. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date was on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, as well as recognizing adjustments to uncertain tax positions through earnings on all acquisitions regardless of the acquisition date. The impact of the adoption of this statement resulted in the gain on a bargain purchase for the acquisition of Nu-Torque of $1.9 million.  See Note 2 for additional information.
 
Effective January 1, 2009, the Corporation adopted SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, an amendment to ARB No. 51 (“SFAS No. 160”).  SFAS No. 160 amends the accounting and reporting for non-controlling interests in a consolidated subsidiary and the deconsolidation of a subsidiary.  Included in this statement is the requirement that non-controlling interests be reported in the equity section of the balance sheet.  SFAS No. 160 is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008.  The adoption of this statement did not have an impact on the Corporation’s results of operations or financial condition.
 

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



Effective January 1, 2009, the Corporation adopted SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS No. 161”).  SFAS No. 161 requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 is effective for financial statements issued after November 15, 2008.  The adoption of this statement required the Corporation to provide additional disclosures, see Note 7.
 
Effective January 1, 2009, the Corporation adopted FSP 142-3, Determination of the Useful Life of the Intangible Assets (“FSP 142-3”).  FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, Goodwill and Other Intangible Assets.  This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions.  FSP 142-3 was effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008.  The adoption of this statement did not have a material impact on the Corporation’s results of operations or financial condition.
 
In April 2009, FASB issued FSP 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP 141(R)-1”). FSP 141(R)-1 will amend the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under SFAS No. 141(R). FSP 141(R)-1 will carry forward the requirements in SFAS No. 141(R), Business Combinations, for acquired contingencies, thereby requiring that such contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. Otherwise, entities would typically account for the acquired contingencies in accordance with SFAS No. 5, Accounting for Contingencies. FSP 141(R)-1 will have the same effective date as SFAS No. 141(R), and therefore is effective prospectively to business combinations for which the acquisition date was on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement did not have a material impact on the Corporation’s results of operations or financial condition.
 
STANDARDS ISSUED BUT NOT YET EFFECTIVE
 
In December 2008, the FASB issued FSP 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets (“FSP 132(R)-1”), amending FASB Statement No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, effective for fiscal years ending after December 15, 2009.  FSP 132(R)-1 requires an employer to disclose investment policies and strategies, categories, fair value measurements, and significant concentration risk among its postretirement benefit plan assets.  The adoption of this statement will have an impact on the Corporation’s disclosure requirements.  The Corporation is currently evaluating the impact of these disclosures on the financial statements.
 
2.           ACQUISITIONS AND DISPOSITION OF LONG-LIVED ASSETS

The Corporation acquired four businesses and disposed of one product line during the six months ended June 30, 2009.  Two of the acquired businesses are described in more detail below.  The two remaining acquisitions had an aggregate purchase price of $5.5 million and were purchased by our Flow Control segment.  The disposition of a product line in our Flow Control segment for $2.5 million was not reported as discontinued operations as the amounts are not considered significant.
 

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



The acquisitions have been accounted for as a purchase under the guidance of SFAS No. 141(R), where the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired is generally recorded as goodwill.  One of the acquisitions resulted in an excess of the fair value of assets acquired over the purchase price and was accounted for as a gain in the condensed consolidated statement of earnings under the revised accounting standard and recorded in general and administrative expenses. The Corporation has allocated the purchase price, including the value of identifiable intangibles with a finite life based upon final analysis, including input from third party appraisals. Purchase price allocations will be finalized no later than twelve months from acquisition.  The results of the acquired businesses have been included in the consolidated financial results of the Corporation from the date of acquisition in the segment indicated.
 
Flow Control Segment

EST Group, Inc.

On March 5, 2009, the Corporation acquired all the issued and outstanding stock of EST Group, Inc. (“EST”), and certain assets and liabilities from Township Line Realty, L.P. for $40.0 million in cash.  Under the terms of the Stock Purchase Agreement, the Corporation deposited $4.2 million into escrow as security for potential indemnification claims against the seller.  The escrow amount will be held for a period of eighteen months, provided that 50% of the escrow will be released after twelve months subject to amounts held back for pending claims.  In addition, a separate escrow of $0.9 million was established to indemnify the Corporation for a pending product warranty claim outstanding at the time of acquisition.  This holdback will be released to either the Corporation or seller upon resolution of the warranty claim.  Management funded the purchase from the Corporation’s revolving credit facility.

The purchase price of the acquisition has been preliminarily allocated to the net tangible and intangible assets acquired with the remainder recorded as goodwill on the basis of estimated fair values, as follows:

(In thousands)
     
Accounts receivable
  $ 3,369  
Inventory
    4,126  
Property, plant, and equipment
    7,332  
Other current assets
    1,168  
Intangible assets
    12,500  
Other assets
    227  
Current and non-current liabilities
    (2,778 )
Net tangible and intangible assets
    25,944  
Purchase price
    40,000  
Goodwill
  $ 14,056  

The Corporation has estimated that the goodwill will be tax deductible and the Corporation will adjust these estimates based upon final analysis including input from third party appraisals.

EST provides highly engineered products and comprehensive repair services for heat management and cooling systems utilized in the energy and defense markets.  EST had 99 employees as of the date of the acquisition and is headquartered in Hatfield, PA with additional locations in Baytown, TX, Baton Rouge, LA, and a sales office in the Netherlands.  Revenues of the acquired business were $19.6 million for the fiscal year ended September 30, 2008.

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



Nu-Torque

On January 16, 2009, the Corporation acquired certain assets of the Nu-Torque division (“Nu-Torque”) of Tyco Valves & Controls LP.  The purchase price of the acquisition, subject to customary adjustments as provided for in the Asset Purchase Agreement, was $5.0 million in cash paid at closing, and the assumption of certain liabilities of Nu-Torque.  Management funded the purchase from the Corporation’s revolving credit facility.

The acquisition has been accounted for as a bargain purchase under SFAS No. 141(R).  The purchase price of the acquisition has been preliminarily allocated to the net tangible and intangible assets acquired, with the excess of the fair value of assets acquired over the purchase price recorded as a gain. The Corporation has estimated that $0.8 million of the acquired intangible assets will be tax deductible.

(In thousands)
     
Accounts receivable
  $ 853  
Inventory
    4,329  
Property, plant, and equipment
    161  
Other current assets
    47  
Intangible assets
    2,900  
Current and non-current liabilities
    (1,021 )
Net tangible and intangible assets
    7,269  
Purchase price
    5,332  
Gain on Bargain Purchase
  $ 1,937  

Nu-Torque is a designer and manufacturer of electric and hydraulic valve actuation and control devices primarily for Navy ships.  Nu-Torque is located in Redmond, WA and had 37 employees as of the date of the acquisition.  Revenues of the acquired business were $7.9 million for the fiscal year ended September 30, 2008.

3.           RECEIVABLES

Receivables at June 30, 2009 and December 31, 2008 include amounts billed to customers, claims, other receivables, and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed.  Substantially all amounts of unbilled receivables are expected to be billed and collected within one year.

The composition of receivables for those periods is as follows:

   
(In thousands)
 
   
June 30,
2009
   
December 31, 2008
 
Billed Receivables:
           
Trade and other receivables
  $ 271,664     $ 286,123  
Less: Allowance for doubtful accounts
    (3,892 )     (4,824 )
Net billed receivables
    267,772       281,299  
Unbilled Receivables:
               
Recoverable costs and estimated earnings not billed
    145,382       135,511  
Less: Progress payments applied
    (15,619 )     (21,151 )
Net unbilled receivables
    129,763       114,360  
Receivables, net
  $ 397,535     $ 395,659  


 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



4.           INVENTORIES

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year.  Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories is as follows:

   
(In thousands)
 
   
June 30,
2009
   
December 31, 2008
 
Raw material
  $ 142,024     $ 126,799  
Work-in-process
    72,354       63,195  
Finished goods and component parts
    80,805       82,652  
Inventoried costs related to U.S. Government and other long-term contracts
    63,267       60,721  
Gross inventories
    358,450       333,367  
Less: Inventory reserves
    (35,249 )     (34,283 )
 Progress payments applied, principally related to long-term contracts
    (17,807 )     (17,576 )
Inventories, net
  $ 305,394     $ 281,508  


5.           GOODWILL

The Corporation accounts for acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.

The changes in the carrying amount of goodwill for the six months ended June 30, 2009 are as follows:

   
(In thousands)
 
   
Flow
Control
   
Motion
Control
   
Metal
Treatment
   
Consolidated
 
December 31, 2008
  $ 285,593     $ 294,835     $ 28,470     $ 608,898  
Goodwill from 2009 acquisitions
    15,232                   15,232  
Change in estimate to fair value of net assets acquired in prior year
          349             349  
Additional consideration of prior years’ acquisitions
                3       3  
Other adjustments
    (457 )                 (457 )
Currency translation adjustment
    2,534       5,796       254       8,584  
June 30, 2009
  $ 302,902     $ 300,980     $ 28,727     $ 632,609  

The purchase price allocations relating to the businesses acquired during 2009 and 2008 are based on estimates and have not yet been finalized. The Corporation will adjust these estimates based upon final analysis including input from third party appraisals, when deemed appropriate, and the determination of fair value when finalized, no later than twelve months from acquisition.



 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



6.           OTHER INTANGIBLE ASSETS, NET

Intangible assets are generally the result of acquisitions and consist primarily of purchased technology, customer related intangibles, and trademarks.  Intangible assets are amortized over useful lives that range between 1 to 20 years.

The following tables present the cumulative composition of the Corporation’s intangible assets and include $9.9 million of indefinite lived intangible assets within other intangible assets for both periods presented.

   
(In thousands)
 
June 30, 2009
 
Gross
   
Accumulated Amortization
   
Net
 
Technology
  $ 127,386     $ (38,824 )   $ 88,562  
Customer related intangibles
    167,973       (46,609 )     121,364  
Other intangible assets
    42,176       (8,173 )     34,003  
Total
  $ 337,535     $ (93,606 )   $ 243,929  

   
(In thousands)
 
December 31, 2008
 
Gross
   
Accumulated Amortization
   
Net
 
Technology
  $ 121,948     $ (33,867 )   $ 88,081  
Customer related intangibles
    153,113       (38,440 )     114,673  
Other intangible assets
    37,965       (6,123 )     31,842  
Total
  $ 313,026     $ (78,430 )   $ 234,596  

The following table presents the changes in the net balance of intangibles assets during the six months ended June 30, 2009.

   
(In thousands)
   
   
Technology, net
   
Customer Related Intangibles, net
   
Other Intangible Assets, net
   
Total
   
December 31, 2008
  $ 88,081     $ 114,673     $ 31,842     $ 234,596  
Acquired during 2009
    3,400       11,100       5,050       19,550  
Amortization expense
    (4,295 )     (7,393 )     (1,954 )     (13,642 )
Change in estimate to fair value of net assets acquired in prior year
    (164 )     1,308       (1,055 )     89  
Net currency translation adjustment
    1,540       1,676       120       3,336  
June 30, 2009
  $ 88,562     $ 121,364     $ 34,003     $ 243,929  

The purchase price allocations relating to the businesses acquired during 2009 and 2008 are based on estimates and have not yet been finalized. The Corporation will adjust these estimates based upon final analysis, including input from third party appraisals, when deemed appropriate, and the determination of fair value when finalized, no later than twelve months from acquisition.

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



7.           FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards SFAS No. 107, Disclosure About Fair Value of Financial Instruments, requires certain disclosures regarding the fair value of financial instruments. Due to the short maturities of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, the net book value of these financial instruments is deemed to approximate fair value.

The Corporation uses financial instruments, such as forward foreign exchange and currency option contracts to hedge a portion of existing and anticipated foreign currency denominated transactions.  The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations.  Statement of Financial Accounting Standards No.133, Accounting for Derivative Instruments and Hedging Activities, (“SFAS No. 133”), requires companies to recognize all of the derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets based upon quoted market prices for comparable instruments.  In accordance with SFAS No. 133, the Corporation does not elect to receive hedge accounting treatment and thus records forward foreign exchange and currency option contracts at fair value, with the gain or loss on these transactions recorded into earnings in the period in which they occur. The Corporation does not use derivative financial instruments for trading or speculative purposes.

The fair value of these instruments is $(0.6) million at June 30, 2009. These instruments are classified as other current liabilities and other current assets. The Corporation utilizes the bid ask pricing that is common in the dealer markets.  The dealers are ready to transact at these prices which use the mid-market pricing convention and are considered to be at fair market value.  Based upon the fair value hierarchy, all of our foreign exchange derivative forwards are valued at a Level 2.  See tables below for information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheets and derivative gains and losses in the Condensed Consolidated Statements of Earnings.
 

 
Fair Values of Derivative Instruments
 
 
(In thousands)
 
 
Asset Derivatives
 
Liability Derivatives
 
 
June 30, 2009
 
June 30, 2009
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
Foreign exchange contracts:
               
Transactional
Other Current Liabilities
  $  
Other Current Liabilities
  $ 357  
Forecasted
Other Current Liabilities
     
Other Current Liabilities
    258  
                     
Total
    $       $ 615  

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



(In thousands)
 
Derivatives Not Designated as Hedging Instruments under SFAS 133
Location of Gain Recognized in Income on Derivatives
 
Amount of Gain Recognized in Income on Derivatives
 
     
Three Months Ended June 30, 2009
 
Foreign exchange contracts:
       
Transactional
General and Administrative Expenses
  $ 4,658  
Forecasted
General and Administrative Expenses
    1,015  
Total
    $ 5,673  

     
Six Months Ended June 30, 2009
 
Foreign exchange contracts:
       
Transactional
General and Administrative Expenses
  $ 2,552  
Forecasted
General and Administrative Expenses
    362  
Total
    $ 2,914  

The estimated fair value amounts were determined by the Corporation using available market information which is primarily based on quoted market prices for the same or similar issues as of June 30, 2009.  Based upon the fair value hierarchy, all of our fixed rate debt is valued at a Level 2.  The estimated fair values of the Corporation’s fixed rate debt instruments at June 30, 2009 aggregated $333.9 million compared to a carrying value of $350.0 million.  The carrying amount of the variable interest rate debt approximates fair value because the interest rates are reset periodically to reflect current market conditions.
 
The fair values described above may not be indicative of net realizable value or reflective of future fair values.  Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
 

8.           WARRANTY RESERVES

The Corporation provides its customers with warranties on certain commercial and governmental products.  Estimated warranty costs are charged to expense in the period the related revenue is recognized based on quantitative historical experience.  Estimated warranty costs are reduced as these costs are incurred and as the warranty period expires or may be otherwise modified as specific product performance issues are identified and resolved.  Warranty reserves are included within other current liabilities on the Corporation’s Condensed Consolidated Balance Sheets.  The following table presents the changes in the Corporation’s warranty reserves:

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)




   
(In thousands)
 
   
2009
   
2008
 
Warranty reserves at January 1,
  $ 10,775     $ 10,774  
Provision for current year sales
    4,634       3,816  
Increase due to acquisitions
    127        
Current year claims
    (2,004 )     (1,665 )
Change in estimates to pre-existing warranties
    (1,224 )     (1,451 )
Foreign currency translation adjustment
    207       78  
Warranty reserves at June 30,
  $ 12,515     $ 11,552  

9.           FACILITIES RELOCATION AND RESTRUCTURING

In connection with the acquisitions of VMETRO and Mechetronics in 2008, the Corporation established a restructuring accrual of $7.9 million in accordance with EITF No. 95-3 Recognition of Liabilities in Connection with a Purchase Business Combination.  These acquisitions are consolidated into the Motion Control segment.  The accrual was established in the fourth quarter of 2008 for $7.1 million, while the remaining balance was recorded in the first six months of 2009 for $0.8 million based upon further analysis of the restructuring activities.  The restructuring accrual consists of costs to exit the activities of certain facilities, including lease cancellation costs and external legal and consulting fees, as well as costs to relocate or involuntarily terminate certain employees of the acquired business.  As of June 30, 2009, the Corporation has not completed its plans associated with the restructuring and has estimated the costs noted above.  These costs are subject to adjustment upon finalization of the plan, and will be accounted for as an adjustment to the purchase price of the acquisition.  The Corporation intends to complete the majority of these activities by the third quarter of 2009.

In the first quarter of 2009, the Corporation committed to a plan to consolidate existing operations through reductions in force and consolidation of operating locations both domestically and internationally.  This plan will impact our Flow Control, Motion Control, and Metal Treatment segments.  The decision was based on a review of various cost saving programs undertaken in connection with the development of the Corporation’s budget and operating plan for the current year.  The Corporation incurred business consolidation costs of $3.3 million, consisting of severance costs to involuntarily terminate certain employees, relocation costs, exit activities of certain facilities, including lease cancellation costs and external legal and consulting fees.  These costs were recorded in the Statement of Earnings with the majority of the costs affecting the cost of sales, general and administrative expenses, selling and research and development costs for $2.1 million, $0.8 million, $0.2 million and $0.2 million, respectively.  The liability is included in other current liabilities.  As of June 30, 2009, the Corporation has not completed its plans associated with the restructuring and expects to complete the majority of these activities by December 31, 2009.

A summary by segment of the components of facilities relocation and corporate restructuring charges for acquisitions and ongoing operations and an analysis of related activity in the accrual as of June 30, 2009 is as follows:

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



   
Severance and Benefits
   
Facility Closing Costs
   
Relocation Costs
   
Total
 
Flow Control
                       
December 31, 2008
  $     $     $     $  
Provisions
    740       100             840  
Payments
    (402 )     (97 )           (499 )
Net currency translation adjustment
                       
June 30, 2009
  $ 338     $ 3     $     $ 341  
                                 
Total expected and incurred to date
  $ 795     $ 100     $ 400     $ 1,295  
                                 
                                 
Motion Control
                               
December 31, 2008
  $ 3,616     $ 1,902     $ 628     $ 6,146  
Provisions
    2,981       (2 )     133       3,112  
Payments
    (2,395 )     (395 )     (52 )     (2,842 )
Net currency translation adjustment
    43       71             114  
June 30, 2009
  $ 4,245     $ 1,576     $ 709     $ 6,530  
                                 
Total expected and incurred to date
  $ 8,329     $ 2,036     $ 761     $ 11,126  
                                 
                                 
Metal Treatment
                               
December 31, 2008
  $     $     $     $  
Provisions
    186                   186  
Payments
    (186 )                 (186 )
Net currency translation adjustment
                       
June 30, 2009
  $     $     $     $  
                                 
Total expected and incurred to date
  $ 186     $     $     $ 186  
                                 
Total Curtiss-Wright
                               
December 31, 2008
  $ 3,616     $ 1,902     $ 628     $ 6,146  
Provisions
    3,907       98       133       4,138  
Payments
    (2,983 )     (492 )     (52 )     (3,527 )
Net currency translation adjustment
    43       71             114  
June 30, 2009
  $ 4,583     $ 1,579     $ 709     $ 6,871  
                                 
Total expected and incurred to date
  $ 9,310     $ 2,136     $ 1,161     $ 12,607  


 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



10.           PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
 
The following tables are consolidated disclosures of all domestic and foreign defined pension plans as described in the Corporation’s 2008 Annual Report on Form 10-K.  The postretirement benefits information includes the domestic Curtiss-Wright Corporation and EMD postretirement benefit plans, as there are no foreign postretirement benefit plans.
 
Pension Plans
The components of net periodic pension cost for the three and six months ended June 30, 2009 and 2008 were:

   
(In thousands)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Service cost
  $ 6,196     $ 5,746     $ 11,942     $ 11,490  
Interest cost
    5,881       5,334       11,399       10,666  
Expected return on plan assets
    (7,193 )     (7,560 )     (14,451 )     (15,118 )
Amortization of:
                               
Prior service cost
    162       130       320       260  
Unrecognized actuarial loss
    331       149       459       298  
Net periodic benefit cost
  $ 5,377     $ 3,799     $ 9,669     $ 7,596  
Curtailment/Settlement loss
    -       -       83       -  
Total periodic benefit cost
  $ 5,377     $ 3,799     $ 9,752     $ 7,596  
                                 

During the six months ended June 30, 2009, the Corporation made no contributions to the Curtiss-Wright Pension Plan, and expects to make no contributions in 2009.  In addition, contributions of $1.7 million were made to the Corporation’s foreign benefit plans during the first six months of 2009.  Contributions to the foreign plans are expected to be $3.7 million in 2009.

The curtailment charge indicated above represents an event accounted for under SFAS No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits (“SFAS No. 88”).  In response to softening demand in commercial aerospace, the Motion Control segment implemented a reduction in workforce at a subsidiary in Mexico to align staffing with anticipated volume.  Payments for the dismissal of employees are required under Federal Labor Law in Mexico and are accounted for as a defined benefit under SFAS No. 88.
 
Other Postretirement Benefit Plans
The components of the net postretirement benefit cost for the Curtiss-Wright and EMD postretirement benefit plans for the three and six months ended June 30, 2009 and 2008 were:

   
(In thousands)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Service cost
  $ 155     $ 169     $ 310     $ 338  
Interest cost
    419       452       837       904  
Amortization of unrecognized actuarial gain
    (191 )     (130 )     (382 )     (259 )
Net periodic benefit cost
  $ 383     $ 491     $ 765     $ 983  

During the six months ended June 30, 2009, the Corporation has paid $0.9 million on the postretirement plans.  During 2009, the Corporation anticipates contributing $2.0 million to the postretirement plans.

 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



11.           EARNINGS PER SHARE

Diluted earnings per share were computed based on the weighted average number of shares outstanding plus all potentially dilutive common shares.  A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:

   
(In thousands)
 
   
Three Months Ended
Six Months Ended
 
   
June 30,
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Basic weighted-average shares outstanding
    45,127       44,631       45,063       44,607  
Dilutive effect of share-based compensation awards and deferred stock compensation
    410       724       441       683  
Diluted weighted-average shares outstanding
    45,537       45,355       45,504       45,290  

At June 30, 2009 and 2008, there were 1,058,000 and 355,000 stock options outstanding, respectively, that could potentially dilute earnings per share in the future, and were excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2009 and 2008 as they would have been anti-dilutive for those periods.

12.           SEGMENT INFORMATION

The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves.  Based on this approach, the Corporation has three reportable segments: Flow Control, Motion Control, and Metal Treatment.

   
(In thousands)
Three Months Ended June 30, 2009
 
   
Flow Control
   
Motion Control
   
Metal Treatment
   
Segment Total
   
Corporate & Other (1)
   
Consolidated
 
Revenue from external customers
  $ 242,414     $ 155,748     $ 49,209     $ 447,371     $     $ 447,371  
Intersegment revenues
          226       590       816       (816 )      
Operating income (expense)
    21,728       19,513       4,458       45,699       (1,936 )     43,763  

   
(In thousands)
Three Months Ended June 30, 2008
 
   
Flow Control
   
Motion Control
   
Metal Treatment
   
Segment Total
   
Corporate & Other (1)
   
Consolidated
 
Revenue from external customers
  $ 237,133     $ 146,190     $ 70,141     $ 453,464     $     $ 453,464  
Intersegment revenues
          1,660       226       1,886       (1,886 )      
Operating income (expense)
    21,904       15,375       14,929       52,208       (2,536 )     49,672  


 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



   
(In thousands)
Six Months Ended June 30, 2009
 
   
Flow Control
   
Motion Control
   
Metal Treatment
   
Segment Total
   
Corporate & Other (1)
   
Consolidated
 
Revenue from external customers
  $ 472,786     $ 296,457     $ 101,920     $ 871,163     $     $ 871,163  
Intersegment revenues
    22       1,808       963       2,793       (2,793 )      
Operating income (expense)
    35,059       33,779       11,072       79,910       (5,004 )     74,906  

   
(In thousands)
Six Months Ended June 30, 2008
 
   
Flow Control
   
Motion Control
   
Metal Treatment
   
Segment Total
   
Corporate & Other (1)
   
Consolidated
 
Revenue from external customers
  $ 457,452     $ 291,665     $ 137,726     $ 886,843     $     $ 886,843  
Intersegment revenues
    32       1,761       466       2,259       (2,259 )      
Operating income (expense)
    36,126       29,082       28,029       93,237       (2,838 )     90,399  

   
(In thousands)
Identifiable Assets
 
   
Flow Control
   
Motion Control
   
Metal Treatment
   
Segment Total
   
Corporate & Other
   
Consolidated
 
June 30, 2009
  $ 1,080,524     $ 771,430     $ 227,505     $ 2,079,459     $ 49,315     $ 2,128,774  
December 31, 2008
    979,097       778,331       235,413       1,992,841       49,189       2,042,030  

 
(1) Operating expense for Corporate and Other includes pension expense, environmental remediation and administrative, legal, and other expenses.
 

Adjustments to reconcile to earnings before income taxes:

   
(In thousands)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Total segment operating income
  $ 45,699     $ 52,208     $ 79,910     $ 93,237  
Corporate and other
    (1,936 )     (2,536 )     (5,004 )     (2,838 )
Other income, net
    47       224       348       698  
Interest expense
    (6,542 )     (7,176 )     (13,482 )     (14,759 )
Earnings before income taxes
  $ 37,268     $ 42,720     $ 61,772     $ 76,338  


 
 

 
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



13.           COMPREHENSIVE INCOME

Total comprehensive income for the three and six months ended June 30, 2009 and 2008 are as follows:

   
(In thousands)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Net earnings
  $ 24,454     $ 27,077     $ 40,259     $ 48,856  
Equity adjustment from foreign currency translations, net
    37,337       716       24,361       1,505  
Defined benefit pension and post-retirement plan, net
    (324 )     88       (147 )     215  
Total comprehensive income
  $ 61,467     $