Form 8-K/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2005

ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)

New York

0-7087

16-0959303

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

   

130 Commerce Way, East Aurora, New York

14052

(Address of principal executive offices)

(Zip Code)

Registrant's Telephone Number, Including Area Code: (716) 805-1599

N/A
(Former name or former address, if changed since last report)

 

Item 2.01 Acquisition or Disposition of Assets

As previously reported on February 3, 2005 Astronics Corporation (the "Company") completed the acquisition of substantially all of the net assets of the Airborne Electronic Systems business unit from a subsidiary of General Dynamics Corporation.

On February 7, 2005 the Company filed a current report on Form 8-K disclosing the acquisition but omitted the financial statements of the acquired business and the pro forma financial information required by Item 7 of Form 8-K, as permitted by applicable rules and regulations.

This current report on Form 8-K/A amends the current report on Form 8-K filed on February 7, 2005 to include the information required by Item 7 of Form 8-K.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

The following financial statements and pro forma financial information are filed as a part of this report.

  (a) Financial Statements of Businesses Acquired
    (i) Audited Financial Statements for the years ended December 31, 2004 and 2003
(b) Pro Forma Financial Information
    (i) Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2004
    (ii) Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2004
    (iii) Notes to the Unaudited Pro Forma condensed Combined Financial Statements

 

Item 9.01 (a) Financial Statements of Business Acquired

FINANCIAL STATEMENTS

 
 
 
 
 
 

AIRBORNE ELECTRONIC SYSTEMS

(A Division of General Dynamics OTS (Aerospace), Inc.)

 
 

DECEMBER 31, 2004

 

 

 

 

 

INDEPENDENT AUDITORS' REPORT

 

To the Board of Directors
of Astronics Corporation

 

We have audited the accompanying statements of financial position of Airborne Electronic Systems (a division of General Dynamics OTS (Aerospace), Inc.) as of December 31, 2004 and 2003, and the related statements of operations and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an option on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Airborne Electronic Systems as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Malin, Bergquist & Company, LLP

Erie, Pennsylvania
March 18, 2005

1

AIRBORNE ELECTRONIC SYSTEMS
(A Division of General Dynamics OTS (Aerospace), Inc.)

STATEMENTS OF FINANCIAL POSITION
As of December 31, 2004 and 2003
(in thousands)

       

 

ASSETS

2004

 

2003

 

 

 

   

 

CURRENT ASSETS

 

 

   

 

Cash

$

 298

  $

 783

Accounts receivable, net of allowances for

 

 

   

 

doubtful accounts of $100

 

5,347

   

4,193

Contracts in progress

 

2,086

   

1,296

Inventories

 

6,067

   

4,835

Prepaid and other current assets

 

496

   

571

           

Total current assets  

14,294

   

11,678

           

PROPERTY, PLANT AND EQUIPMENT

 

4,229

   

 4,182

 

 

 

   

 

DEPOSITS AND OTHER ASSETS

 

450

   

386

 

 

 

   

 

 

Total assets $

18,973

  $

16,246

 

 

 

   

 

 

 

 

   

 

 

LIABILITIES AND DIVISION EQUITY  

 

   

 

 

 

 

   

 

CURRENT LIABILITIES

 

 

   

 

Accounts payable and accrued expenses

$

 1,942

  $

 2,039

Accrued payroll and employee expenses

 

1,058

   

1,203

Other current liabilities

 

1,116

   

350

Loss reserve on contracts in progress

 

2,924

   

-

             

 

Total current liabilities  

7,040

   

3,592

 

 

 

   

 

OTHER LIABILITIES

 

621

   

777

 

 

 

   

 

 

Total liabilities  

7,661

   

4,369

 

 

 

   

 

DIVISION EQUITY

 

11,312

   

11,877

 

 

 

   

 

 

Total liabilities and division equity $

18,973

  $

16,246

             
             
             
             
             
             
             
             
             
             
See Notes to Financial Statements.        

2

AIRBORNE ELECTRONIC SYSTEMS
(A Division of General Dynamics OTS (Aerospace), Inc.)

STATEMENTS OF OPERATIONS
As of December 31, 2004 and 2003
(in thousands)

       

 

2004

 

2003

 

 

 

   

 

Sales

$

25,562

  $

28,311

 

 

 

   

 

Cost of sales

 

16,158

   

19,268

Provision for estimated loss on uncompleted contract

 

9,822

   

-

 

 

 

   

 

 

Gross profit (loss) (

 418)

   

9,043

 

 

 

   

 

Selling, general and administrative expenses

 

5,621

   

4,690

Research and development expense

2,136

2,059

 

 

 

   

 

 

Operating profit (loss) (

 8,175)

   

2,294

 

 

 

   

 

Other income

 

253

   

120

 

 

 

   

 

 

Income (loss) before income taxes (

 7,922)

   

2,414

 

 

 

   

 

Income taxes benefit (expense)

 

2,774

  (

 845)

 

 

 

   

 

 

Net (loss) income (

5,148)

  $

 1,569

 

 

 

   

 

Division equity at beginning of year

 

11,877

   

14,640

 

 

 

   

 

Transfers from (to) General Dynamics

 

4,583

  (

 4,332)

 

 

 

   

 

Division equity at end of year

$

11,312

  $

11,877

           
           
           
           
           
           
           
           
           
See Notes to Financial Statements.         3

 

AIRBORNE ELECTRONIC SYSTEMS

(A Division of General Dynamics OTS (Aerospace), Inc.)
 

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2004 and 2003

(in thousands)

       
 

2004

 

2003

CASH FLOWS FROM OPERATING ACTIVITIES:

         

Net income (loss)

($  5,148)  

$

 1,569

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

         

Depreciation and amortization

 

1,476

   

1,437

Loss (gain) on disposal of fixed assets

 

22

  (  1)

Deferred income taxes

 

-

   

494

Loss reserve

 

2,924

   

-

Cash flows from changes in operating assets and liabilities:

         

Accounts receivable

( 1,154)    

1,636

Contracts in progress

( 790)    

602

Inventories

( 1,232)    

956

Prepaid assets

 

75

  (  284)

Deposits and other assets

( 64)   (  14)

Accounts payable and accrued expense

(  97)    

262

Accrued payroll and employee expenses

(  145)   ( 19)

Other current liabilities

 

766

  (  457)

Other liabilities

(  156)   (  156)
           

Net cash provided by (used in) operating activities

( 3,523)    

6,025

           

CASH FLOWS FROM INVESTING ACTIVITIES:

         

Capital expenditures

(  1,545)   ( 1,358)

Proceeds from sale of assets

 

-

   

1

           

Net cash used in investing activities

( 1,545)   (  1,357)
           

CASH FLOWS FROM FINANCING ACTIVITIES:

         

Transfers from (to) General Dynamics

 

4,583

  ( 4,332)
           

Net increase (decrease) in cash

(  485)    

336

           
Cash at beginning of year  

783

   

447

           
Cash at end of year $

 298

  $

 783

           
           
           
           
           
           
           
See Notes to Financial Statements         4

 

NOTES TO FINANCIAL STATEMENTS

   

Note 1.

Organization and Summary of Significant Accounting Policies

   
 

Organization

   
 

Airborne Electronic Systems (AES) is a division of General Dynamics OTS (Aerospace), Inc. (Parent). Airborne Electronic Systems is located in Redmond, Washington. AES is not a separate corporation, and there is no common stock or paid in capital.

 

 

 

AES is a system supplier of intelligent electrical power generation, distribution and control systems for aircraft. The business has served the aerospace and defense industry for more than 40 years. AES is a major supplier of cabin power systems to the commercial airlines market. Additionally, AES provides power conditioning units for various aircraft platforms including commercial, military, business jets and tactical missile systems. Sales to foreign customers represent 42% and 46% of total revenue in 2004 and 2003 respectively and are denominated in U.S. dollars.

 

 

 

The statement of operations includes all revenues and costs directly attributable to the Company, including costs for certain functions and services performed by centralized General Dynamics Corporation organizations and directly charged to or allocated to the Company. Specific identifiable costs and expenses incurred by the Parent on behalf of the Company are recognized in the financial statements within costs and expenses. Overhead costs and expenses incurred by the parent that are not specifically identifiable to the Company are allocated by the Parent to the Company and have been recorded within the accompanying financial statements as selling, general and administrative expenses.

   
  Revenue recognition
   
 

AES recognizes sales when the product is delivered or the service is performed as well as by percentage of completion for certain contracts. In 2004 84% of AES sales were recognized as products were delivered or services performed.

 

 

 

Revenue representing 16% of 2004 sales was accounted for using percentage of completion, cost-to-cost method of accounting in accordance with AICPA Statement of Position 81-1 (SOP 81-1), "Accounting for Performance of Construction-Type and Certain Production-Type Contracts." AES applies earnings rates to all contract costs, to determine sales and operating earnings. The percentage- of-completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications. These estimates involve various assumptions and projections relative to the outcome of future events over a period of time, including future labor productivity and availability, the nature and complexity of the work to be performed, availability of materials, the impact of delayed performance, availability and timing of funding from the customer, and the timing of product deliveries. These estimates are based on the Company's best judgment. AES reviews earnings rates periodically to assess revisions in contract values and estimated costs at completion. Based on these assessments, any changes in earnings rates are made prospectively.

 

 

 

AES charges any anticipated losses on contracts and programs to earnings when identified. Such losses encompass all costs allocable to the contracts. AES recorded estimated losses for an uncompleted contract as of December 31, 2004 equal to $2,924,000. The loss recognized in 2004 for this uncompleted contract was $822,000.

   
See Notes to Financial Statements.

5

 

  Advertising
   
 

AES expenses advertising costs as incurred which amounted to $200,000 and $137,000 for the years ended December 31, 2004 and 2003, respectively.

   
  Other income
   
 

Other income consisted primarily of the following:
(in thousands)

     

 

2004

 

2003

             

 

Royalty Income

$

275

 

$

119

             

 

Gain (loss) on sale of fixed assets

(

 22)

 

 

1

             

 

$

253

 

$

120

  Cash
   
 

Cash includes two zero balance checking accounts. Cash balances are swept daily to the Parents' accounts. When cash is reduced, receivables from the Parent are increased. When cash is needed for operating expenses, wire transfers are received from the Parent and the receivable from the Parent is reduced. Balances of cash at December 31, 2004 and 2003 represent deposits in transit less checks outstanding.

   
  Accounts receivable and contracts in process
   
 

Accounts receivable represent only amounts billed and currently due from customers. Recoverable costs and accrued profit related to long-term contracts and programs on which revenue has been recognized, but billings have not yet been presented to the customer (unbilled receivables) are included in contracts in process.

   
 

AES performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. After collection efforts have been exhausted, uncollected balances are charged off to the allowance.

   
  Inventories
   
 

Inventories are stated at the lower of cost of market, cost being determined by the first-in, first out method.

   
   
   
   
   
   
   
   
   
   
See Notes to Financial Statements  

6

 

NOTES TO FINANCIAL STATEMENTS

   

Note 1.

Organization and Summary of Significant Accounting Policies (Continued)

   
  Property, plant and equipment, net
   
 

Property, plant and equipment are carried at historical cost, net of accumulated depreciation and amortization. AES assets are depreciated primarily using the straight-line method over the estimated useful lives of the assets. Estimated lives of machinery and equipment range from three to seven years. Leasehold improvements are amortized over the lease term.

   
  Research and development
   
 

Research and development (R&D) are charged to expense when incurred.

   
  Warranty costs
   
 

AES provides product warranties to its customers for certain products. Estimated warranty costs are recorded in the period in which the related products are delivered. The warranty reserve recorded at each balance sheet date is estimated based on the term of warranty coverage provided and recent history of warranty payments. The estimated warranty obligation has been recorded at $200,000 as of December 31, 2004 and 2003. Warranty expense was $166,000 and $168,000 in 2004 and 2003, respectively.

   
 

Fair value of financial instruments

   
 

AES' financial instruments include cash, accounts receivable, accounts payable. AES estimates the fair value of these financial instruments as follows:

   
 

Cash, accounts receivable and accounts payable: fair value approximates carrying value due to the short-term nature of these instruments.

   
 

Use of estimates

   
 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

   
 

Debt and interest

   
 

The parent has not allocated any portion of its debt or related interest cost to the Company, and no portion of the Parent's debt is specifically related to the operations of the Company. Accordingly, the Company's financial statements include no charges for interest expense.

   

 

See Notes to Financial Statements.

7

 

NOTES TO FINANCIAL STATEMENTS

   
  Recent Accounting Pronouncements
   
 

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. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 2004. The Company believes the adoption of this standard will not have a material impact on its results of operations or financial position.

   
   

Note 2.

Contracts in Progress

   
 

Contracts in progress represent costs and accrued profit and consisted of the following:

(in thousands)    
   

December 31,

   

2004

 

2003

             
 

Contract costs and estimated profits

$

27,530

 

$

26,072
 

Less advances and progress payments

 

28,368

    24,776
             
   

($

 838)  

$

 1,296

  These costs and estimated earnings are included in the accompanying balance sheets under the following captions:
  (in thousands)  
   

December 31,

 

 

2004  

2003

  Contracts in progress - costs and estimated
earnings in excess of billings on uncompleted contracts
$

 2,086

  $  1,296
  Estimated loss accrued on uncompleted contracts (

 2,924)

    -
             
    (

$ 838)

  $  1,296
             

   
   
   
   
   
   
   
See Notes to Financial Statements  

8

 

NOTES TO FINANCIAL STATEMENTS

             
Note 3.

Inventories

Inventories consisted of the following:

(in thousands)

    December 31,
   

2004

 

2003

             
 

Finished goods

$

 1,607

 

$

 1,160

 

Work in progress

 

1,834

   

1,134

 

Purchased sub assemblies and materials

 

6,345

   

7,656

 

Reserve for slow-moving and excess inventory

(

 3,719)  

(

5,115)
             
   

$

 6,067

 

$

 4,835

Note 4.  Property, Plant and Equipment

The major classes of property, plant and equipment were as follows:

(in thousands)

   

December 31,

   

2004

 

2003

             
 

Machinery and equipment

$

 9,258

 

$

 6,988

 

Leasehold improvements

 

237

   

54

 

Construction in process

 

253

   

1,300

     

 

   

 

 

 

$

9,748

  $

 8,342

  Less accumulated depreciation and amortization ( 5,519)  

(

 4,160)
             
 

 

$

4,229

 

$

4,182

             
Note 5. Other Current Liabilities

Other current liabilities consisted of the following:

(in thousands)

   

December 31,

   

2004

 

2003

             
  Customer deposits $

766

  $

 -

  Estimated warranty liability  

200

   

200

  Estimated employee health self-insurance liability  

150

   

150

             
    $

1,116

  $

350

   
   
   
   
See Notes to Financial Statements.

9

 

NOTES TO FINANCIAL STATEMENTS

   
Note 6. Sales by Geographic Region and Major Customers

The following table summarizes AES sales by geographic region:

(in thousands)

   

Year Ended December 31,

   

2004

 

2003

             
 

North America

$

14,889

  $

15,426

 

Other

 

10,673

   

12,885

             
    $

25,562

  $

28,311

  In 2004 and 2003, approximately 10% and 30%, respectively, of the Company's sales were to one customer.
   
   
Note 7. Related Party Transactions
   
 

The Parent advances funds to AES as needed and as discussed in Note 1, cash balances are swept daily to the Parent. The net transfer of funds from (to) the Parent was $4,583,000 and ($4,332,000) in 2004 and 2003, respectively. Also, the Parent performs various services including corporate support on behalf of AES. The Parent bills AES for these services as performed. Total expenses charged by the Parent for such services equaled $1,069,000 and $373,000 in the years ended December 31, 2004 and 2003, respectively.

   
 

Purchases of product support from the Parent equaled $183,000 in 2004. There were no purchases of product support in 2003. Sales of product and product support to the Parent or a subsidiary of the Parent equaled $1,317,000 and $1,796,000 in 2004 and 2003, respectively.

   
   
 

AES also participated in defined contribution retirement plans of the Parent in which most employees are eligible to participate. The expense to AES for these plans was $461,000 and $508,000 in 2004 and 2003, respectively. The liability to the Parent under these plans at December 31, 2004 and 2003 was $337,000 and $289,000, respectively.

   
Note 8. Income Taxes
   
 

AES does not file separate income tax returns and does not make cash payments to governmental entities for income taxes. AES results are consolidated with GD and included in GD's consolidated tax filings. However, for income tax reporting purposes, these financial statements present income tax expense and deferred tax assets and liabilities on a "separate return basis," as if AES were filing its own income tax returns

   
   
   
See Notes to Financial Statements.

10

 

  The provision (benefit) for income tax for the years ended December 31, 2004 and 2003 is as follows:
   
  ( in thousands)

   

2004

 

2003

             
 

Current

($

2,774)  

$

 351
  Deferred

(

 372)     494
 

Changes in valuation allowance

 

372

    -
                Total

($

2,774)  

$

 845
             

  Current and deferred tax expense relates primarily to federal taxes.

Deferred income taxes are recognized using the liability method and reflect the tax impact of temporary differences between the amount of assets and liabilities for financial purposes and such amounts as measured by tax laws and regulations.

Deferred tax asset and (liability) components consisted of the following as of December 31, 2004 and 2003:

( in thousands)

 

 

2004

 

2003

 

Deferred tax assets:

         
 

Inventory and other allowances

$

2,360

  $

1,825

 

Accrued expenses

 

546

   

627

     

 

   

 

 

Total deferred tax assets

 

2,906

   

2,452

 

Valuation allowance

(

 2,617)

  (

 2,244)

             
 

Net deferred tax assets

$

 289

  $

 208

             
 

Deferred tax liabilities:

         
 

Fixed assets

($

 105)

  ($

 70)

 

Other

(

  184)

  (

138)

             
 

Total deferred tax liabilities

($

 289)

  ($

 208)

             
 

Net deferred tax

$

 -

  $

 -

             
             
  AES provided for a valuation allowance of its deferred tax assets as of December 31, 2004 and 2003, based on its assessment of the likelihood of realization of the deferred tax assets. The valuation allowance was increased in 2004 by $372,000. The allowance did not change in 2003.

 

See Notes to Financial Statements.

11

 

Note 9 Leases
   
  AES leases its facilities under an operating lease expiring March 31, 2008. The lease requires monthly rentals of $64,000 through September 30, 2005 and $67,000 per month thereafter. Rent expense for the years ending December 31, 2004 and 2003 amounted to $943,000 and $1,289,000 respectively. Future minimum payments under the lease for the years ending December 31, are as follows:
   
  (in thousands)
   
  2005 $773  
  2006 805  
  2007 805  
  2008 201  
       
Note 10. Subsequent Event    
       
  On February 3, 2005, AES assets and liabilities were sold to Astronics Corporation of East Aurora, New York.

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
See Notes to Financial Statements.

12

 

Item 9.01 (b) Pro Forma Financial Information

Astronics Corporation
Unaudited Pro Forma Condensed Combined Financial statements

Introduction

On February 3, 2005, Astronics Corporation (the company), through its wholly owned subsidiary, Astronics Acquisition Corp. ("AAC"), and General Dynamics OTS (Aerospace), Inc. ("Seller") entered into an Asset Purchase Agreement (the "Purchase Agreement") providing for the acquisition by AAC from the Seller of substantially all of the assets and liabilities of Seller's airborne electronics systems business (AES).   AES produces a wide range of products related to electrical power generation, control, and distribution on military, commercial, and business aircraft. AES supplies power conditioning units for both the Advanced Tactical Tomahawk and the Taurus Missile programs. AES is also a major supplier of cabin power systems to commercial airlines, which allow passengers to run their personal electronic devices with aircraft power. These systems are marketed under the trade name EmPower®, and can be found on airlines around the world. In the business jet market, AES is the selected supplier for the complete electrical distribution system for the Eclipse 500 business jet. AES leases its office and production facility located in Redmond, Washington. The net assets acquired primarily include receivables, inventories, property, plant and equipment and other intangible assets, net of liabilities.

The purchase price was $13.0 million in cash paid at closing, plus a potential earn-out of up to an aggregate of $4.0 million based upon the 2005 revenue of the acquired business as defined in the asset purchase agreement, as follows: $4 million if revenue exceeds $35 million, $3 million if revenue exceeds $34 million, $2 million if revenue exceeds $33 million, $1 million if revenue exceeds $32 million, no amount of additional consideration will be paid if revenue is less than $32 million. As defined in the agreement revenues include all revenue for the calendar year 2005 as well as certain adjustments for specific programs that will utilize percentage of completion revenue recognition which differs from Astronics revenue recognition policy. The Company expects these adjustments will result in increasing the revenue as determined for the earn out calculation by an estimated $3 million as compared with its reported revenue for 2005.

In connection with the funding of the Acquisition, the Company drew down $7.0 million from its existing credit agreement with HSBC Bank USA (the "Credit Agreement"). The terms of the Credit Agreement are set forth in that certain Credit Agreement dated February 20, 2003 between the Company and HSBC Bank USA. Following this draw, approximately $7.0 million is currently outstanding under the Credit Agreement and approximately $1.0 million is available for future borrowings. Currently, the Company is paying interest on its outstanding borrowings under the Credit Agreement at a variable rate of approximately 5%.

The following unaudited proforma condensed combined financial statements give effect to the acquisition of AES assuming the transaction took place on January 1, 2004 for the condensed combined statement of operations and as of December 31, 2004 for the condensed combined balance sheet. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed combined financial statements. Such unaudited pro forma condensed combined financial statements should be read in conjunction with the Company's consolidated financial statements and notes set forth in the report on Form 10-K for the year ended December 31, 2004.

Under the purchase method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with the excess recorded as goodwill. These unaudited pro forma condensed combined financial statements reflect preliminary estimates of fair

 

market value of the assets acquired and liabilities assumed and the related allocations of purchase price. The Company is currently reviewing the preliminary estimates of the fair market value of assets acquired and liabilities assumed in the acquisition, including preliminary valuations of intangible assets and property, plant and equipment. The final determination of the fair market value of assets acquired and liabilities assumed and final allocation of the purchase price may differ from the amounts assumed in these unaudited pro forma condensed combined financial statements, and there can be no assurance that any adjustments will not be material.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Company would have been had the acquisition been consummated on January 1, 2004 or December 31, 2004 nor are they necessarily indicative of future consolidated results of operations or financial position.

 

ASTRONICS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS
YEAR ENDED DECEMBER 31, 2004
                 
 (in thousands, except per share data)

 

ASTRONICS

 

ADVANCED ELECTRONIC SYSTEMS

 

PRO FORMA ADJUSTMENTS

 

PRO FORMA COMBINED

 

 

 

 

 

 

 

 

 

Sales

$

34,696

$

25,562

$

 

$

60,258

Cost and Expenses

 

 

 

 

 

 

 

 

Cost of products sold

 

30,087

 

16,158

 

2

(2)

46,247

Provision for loss on uncompleted contract

9,822

9,822

Research and development

 

 

 

2,136

 

 

 

2,136

Selling, general and administrative expenses (4)

 

5,477

 

5,621

 

 

 

11,098

Interest expense, net of interest income of

 

282

 

 

 

388

(3)

670

Loss on sale of assets (other income)

 

32

 

(253)

 

 

 

(221)

Total Costs and Expenses

 

35,878

 

33,484

 

390

 

69,752

 

 

 

 

 

 

 

 

 
(Loss) before income taxes

 

(1,182)

 

(7,922)

 

(390)

 

(9,494)

(Benefit) for Income Taxes

 

(448)

 

(2,774)

 

(133)

(9) 

(3,355)

Net (Loss)

$

(734)

$

(5,148)

$

(257)

$

(6,139)

 

 

 

 

 

 

 

 

 
(LOSS) PER SHARE

 

 

 

 

 

 

 

 

Basic

$

(.09)

       

$

(.79)

Diluted

$

(.09)

 

 

 

 

$

(.79)

                 
WEIGHTED AVERAGE SHARES                

Basic

 

7,766

         

7,766

Diluted

 

7,766

         

7,766

 

ASTRONICS CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 2004

 

 (in thousands, except per share data)

 

ASTRONICS

 

ADVANCED ELECTRONIC SYSTEMS

 

PRO FORMA ADJUSTMENTS

 

PROFORMA COMBINED

 

 

 

 

 

 

 

 

 

ASSETS                
Current Assets:

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

8,476

298

(6,300)

(5)$ 

2,474

Short-term Investments

 

1,000

 

 

 

 

 

1,000

Accounts Receivable

 

 5,880

 

5,347

     

11,227

Contracts in progress

     

2,086

     

2,086

Inventories

 

7,110

 

6,067

 

300

(8) 

13,477

Prepaid Expenses

 

560

 

496

 

   

1,056

Prepaid Income Taxes

 

796

 

 

 

   

796

Deferred Taxes

 

660

 

 

 

   

660

Total Current Assets

 

24,482

 

14,294

 

(6,000)

 

32,776

 

 

 

 

 

 

     

Property, Plant and Equipment, net:

 

 15,221

 

4,229

 

1,688

(7) 

21,138

 

               

Deferred Income Taxes

 

488

 

 

 

 

 

488

Goodwill

 

2,615

 

 

 

 

 

2,615

Other Assets

 

2,430

 

450

     

2,880

Total Assets

$

45,236

$

18,973

$

(4,312)

$

59,897

                 
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current Liabilities:                

Current Maturities of Long-term Debt

$

908

$

 

$

 

$

908

Note payable to bank

         

7,000

(5)

7,000

Current Liabilities of Discontinued Operations

 

533

         

533

Accounts Payable

 

2,551

 

1,942

     

4,493

Loss reserve on contracts in progress

     

2,924

     

2,924

Accrued Payroll and Employee Benefits

 

1,309

 

1,058

     

2,367

Other Accrued Expenses

 

1,077

 

1,116

     

2,193

Total Current Liabilities

 

6,378

 

7,040

 

7,000

 

20,418

   

 

           
Long-term Debt  

11,154

         

11,154

Supplemental Retirement Plan and Other Benefits  

4,543

         

4,543

Other Liabilities  

501

 

621

     

1,122

                 
Shareholders' Equity  

22,660

 

11,312

 

(11,312)

(6)

22,660

                 
Total Liabilities and Shareholders' Equity

$

45,236

$

18,973

$

(4,312)

$

59,897

                 

 

ASTRONICS CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Dollars in thousands)


 

1. The unaudited pro forma condensed combined statement of operations does not reflect the impact of the one-time adjustment to cost of sales to write-off the estimated purchase accounting adjustment for capitalization of estimated manufacturing profit in inventory acquired. See note 8.
   
2. To reflect the estimated change in depreciation arising from fair market value (FMV) adjustments to AES property, plant and equipment:

   
 

Year ended December 31,
 2004

   
Estimated depreciation after FMV adjustments

$1,500

Historical depreciation

1,498

Estimated increase

$2

   
   
   
   
   
   

  The estimated depreciation after FMV adjustments was based on expected useful lives of machinery and equipment 2-5 years.
   
3. To record incremental interest expense associated with the debt financing used to pay for a portion of the acquisition of AES and the decrease in interest income associated with the use of cash financing to pay for a portion of the acquisition :

 

 

Year ended December 31,
2004

   
Interest expense on $7,000 borrowings (a)

$325

Interest income on $6,300 cash used for purchase of AES (b)

63

Incremental net interest expense

$388

   
   

 
  (a) The interest rate on the debt is variable and is determined based upon LIBOR plus an applicable margin. The applicable margin at December 31, 2004 was 1.75%. The same margin would be applicable including the increased leverage from the transaction. For determining the adjustment to interest expense in the unaudited pro forma condensed combined statement of operations the current one - month LIBOR rate was used with an applicable margin of 1.75% resulting in an interest rate of 4.64%.
     
  (b) The interest rate used to determine the adjustment to interest income in the unaudited pro forma condensed combined statement of operations was 1.0%, an estimate of current money market account interest rates.
   
4. The selling, general and administrative expenses for AES include $1.1 million of allocated Parent corporate overhead. These costs include allocated executive management salary and benefits, corporate legal, audit, treasury, benefits administration and other corporate support.
   
5. To record indebtedness incurred and cash on hand used to finance the AES acquisition. The Company borrowed $7.0 million against its bank line of credit and used $6.3 million from its available cash on hand.
   
6. To eliminate the equity of AES.
   
7. To reflect preliminary adjustments to fair market value based on preliminary valuation studies. The Company has not made a final determination as to the fair market value of identifiable intangible assets such as patents, trademarks or customer lists or property, plant and equipment. The final determination of fair market value of the assets acquired and the final allocation of the purchase price may differ from the preliminary allocations presented in these unaudited pro forma condensed combined financial statements, and there can be no assurance that any adjustments will not be material.

 

Purchase price paid as:  
   

Proceeds from Bank Line of Credit

$ 7,000

Use of Cash on hand

6,300

Total purchase consideration

$ 13,300

   
Allocated to:

Historical value of AES net assets

$11,312

Fair value adjustments to assets and liabilities:

Inventory

300

Property, plant and equipment (a)

2,400

Estimated fair value of assets acquired

$ 14,012

Excess estimated fair market value of net assets over purchase price. (b)

$ 712

Net preliminary proforma increase to property, plant and equipment after allocation of excess of fair market value over purchase price to non current assets(a-b)

$1,688

   
   

8. To reflect the estimated purchase accounting adjustment for capitalization of estimated manufacturing profit in inventory acquired.
   
9. Tax effects of the above pro forma adjustments at a marginal tax rate of 34%.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

 

  Astronics Corporation
     
     
Date: April 19, 2005 By: /s/ David C. Burney
    Name: David C. Burney
    Title: Vice President Finance and Chief Financial Officer