SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 28, 2005
 
CURTISS WRIGHT CORPORATION
( Exact Name of Registrant as Specified in Its Charter)

Delaware	 
1-134
 	 
13-0612970
 	
State or Other
Jurisdiction of
Incorporation or
Organization	Commission File
Number	IRS Employer
Identification No.

 	
 	4 Becker Farm Road	
 	 	
 	Roseland, New Jersey	07068	 	
 	Address of Principal Executive Offices	Zip Code	 	

     

Registrant's telephone number, including area code: (973) 597-4700
--------------
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
1

 
 
SECTION 2 – FINANCIAL INFORMATION
 
Item 2.02.    Results of Operations and Financial Condition .	
 
On April 28, 2005 Curtiss-Wright Corporation (the “Company” ) issued a press release announcing financial results for the first quarter ended March 31, 2005. A copy of this press release is attached hereto as Exhibit 99.1. A conference call and webcast presentation will be held on Friday, April 29, 2005, at 9:00am ET for management to discuss the company's first quarter performance and future outlook. Martin Benante, Chairman and CEO, and Glenn Tynan, CFO, will host the call.
 
The financial release and access to the webcast will be posted on Curtiss-Wright's website at www.curtisswright.com. For those unable to participate, the conference call will be available for replay for 30 days by calling dialing (888) 286-8010 (Domestic) or (617) 801-6888 (International), and entering Passcode 35979318. The webcast replay will also be available for 90 days on the company's website beginning one hour after the call takes place.
The information contained in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Not applicable.	
 
(b) Not applicable.	
 
(c) Exhibits.	
 
99.1 Press Release dated April 28, 2005	

 
2

 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CURTISS WRIGHT CORPORATION

By: /s/ Glenn E. Tynan  
Glenn E. Tynan
Vice-President and
Chief Financial Officer
 
Date: April 28, 2005

 
3

 
 
EXHIBIT INDEX
 
Exhibit
Number	 	Description	 	
 	 	 	 	
     99.1	 	Press Release, dated April 28, 2005.	 	

 
4

 

FOR IMMEDIATE RELEASE
 
CURTISS-WRIGHT REPORTS FIRST QUARTER 2005 FINANCIAL
RESULTS
- - -
 
Sales up 20%; Backlog at Record Level; Reaffirms Full-Year Guidance
 
ROSELAND, NJ – April 28, 2005 – Curtiss-Wright Corporation (NYSE: CW, CW.B) today reports financial results for the quarter ended March 31, 2005. The highlights are as follows:
 
•	Net sales for the first quarter of 2005 increased 20% to $258.5 million from $214.9 million in the first quarter of 2004. Acquisitions made in 2005 and 2004 contributed $35.8 million in incremental sales in the first quarter of 2005.	
 
•	Operating income in the first quarter of 2005 decreased 3% to $24.6 million from $25.3 million in the first quarter of 2004. Acquisitions made in 2005 and 2004 contributed $0.1 million in incremental operating income in the first quarter of 2005.	
 
•	Net earnings for the first quarter of 2005 decreased 7% to $14.5 million, or $0.67 per diluted share, from $15.6 million, or $0.74 per diluted share, in the first quarter of 2004. Net earnings for the first quarter of 2005 include a net after tax gain of $1.5 million (approximately $0.07 per diluted share), related to the sale of non-operating property. In addition, the net earnings for the first quarter of 2004 included nonrecurring tax benefits of $1.5 million (approximately $0.07 per diluted share).	
 
•	New orders received in the first quarter of 2005 were $325.8 million, up 38% compared to the first quarter of 2004.	
 
•	Backlog reached a new record high level of $748.2 million, up 19% from $627.7 million at December 31, 2004.	

 

Curtiss-Wright Corporation, Page 2

“We are pleased to report continued sales growth in 2005 and again attaining a new record level of backlog,” commented Martin R. Benante, Chairman and CEO of Curtiss-Wright Corporation. “Our new orders were strong in both the first quarter of 2005 and fourth quarter of last year which provides us with good momentum for the rest of the year. We experienced strong organic sales and operating income growth of 13% and 17%, respectively, from our Metal Treatment segment in the first quarter of 2005. In addition, we also had strong organic sales growth in the oil and gas, commercial aerospace, and power generation markets. Many of our military programs are in the early stages of the procurement cycle and the ramp-up in the second half of the year will improve those margins. In addition, we recently won several developmental contracts that have begun but generally produce lower margins than production contracts; however, these contracts should provide us future opportunities. We are continuing to integrate our acquisitions and experience some business consolidation costs during the first quarter. However, we expect these integration efforts to lead to reduced costs and improved profitability in the future.”
 
Sales
 
Sales growth in first quarter of 2005 as compared to the prior year period was mainly driven by the contributions from our 2004 and 2005 acquisitions. Acquisitions made in 2004 and 2005 contributed $35.8 million in incremental sales for the quarter ended March 31, 2005 over the comparable period in 2004. The base businesses generated overall organic growth of 4% in the first quarter of 2005. This organic sales growth was driven by our Metal Treatment and Motion Control segments, which experienced organic growth of 13% and 5%, respectively, compared to the prior year period. Our Flow Control segment’s organic sales declined 1% in the first quarter of 2005 as compared to the prior year period.
 
In our base businesses, higher sales from our Metal Treatment segment of global shot peening services, higher global commercial aerospace and general industrial sales from our Motion Control segment, and higher sales from our Flow Control segment to the oil and gas and commercial power generation markets, all contributed to the organic growth. In addition, foreign currency translation favorably impacted sales by $2.2 million for the quarter ended March 31, 2005, compared to the prior year period.
 
Operating Income
 
Operating income for the first quarter of 2005 decreased 3% over the comparable prior year period. The decline was due to lower organic operating income of 2%, offset somewhat by our 2004 and 2005 acquisitions, which contributed $0.1 million of incremental operating income in the first quarter of 2005. The decline in organic operating income was caused primarily by unfavorable sales mix in our Flow Control and Motion Control segments. This decline was partially offset by organic operating income growth of 17% in the Metal Treatment segment. Operating income was also negatively impacted by $0.5 million higher pension expense from the Curtiss-Wright pension plans in the first quarter 2005 as compared to the prior year. In addition, foreign currency translation favorably impacted operating income by $0.4 million for the first quarter 2005, as compared to the prior year period.

 

Curtiss-Wright Corporation, Page 3

Net Earnings
 
Net earnings decreased 7% for the quarter ended March 31, 2005, from the comparable prior year period. Net earnings for the first quarter of 2005 include a net after tax gain of $1.5 million (approximately $0.07 per diluted share), related to the sale of non-operating property. Higher interest expense, due to both higher debt levels and higher interest rates, lowered net earnings in the first quarter of 2005. In addition, net earnings for the first quarter of 2004 included nonrecurring tax benefits of $1.5 million (approximately $0.07 per diluted share).
 
Segment Performance
 
Flow Control – Sales for the first quarter of 2005 were $109.4 million, up 22% over the comparable period last year due to contributions from the 2004 acquisitions. This segment experienced an overall decline in organic growth of 1% primarily resulting from lower overall sales to the U.S. Navy due to timing of customer driven delivery schedules, offset partially by higher sales to the oil and gas and commercial power generation markets. Sales of this business segment also benefited from favorable foreign currency translation of $0.4 million in the first quarter of 2005 compared to the prior year period.
 
Operating income for this segment decreased 1% in the first quarter of 2005 compared to the prior year period. The decline was due to the lower sales volume to the U.S. Navy, decreased higher margin spares sales to the oil and gas market, increased sales of generic electronics products and development programs, which generate lower margins, mostly offset by contributions from the 2004 acquisitions.
 
Motion Control – Sales for the first quarter of 2005 of $100.1 million increased 20% over last year, principally due to the contributions from the 2004 and 2005 acquisitions. Sales from the base businesses increased 5% in the first quarter of 2005 as compared to the prior year period. This organic growth increase was due primarily to higher sales of industrial sensor products, higher sales of electronic products for military helicopters and mobile gun systems, and higher sales of OEM and spares products and repair and overhaul services to the commercial aerospace market, as compared to the prior year period. Partially offsetting these increases are lower sales of F-16 spares, and lower sales of tilting train systems in Europe due to expiration of this program in 2004. Sales of this business segment also benefited from favorable foreign currency translation of $1.0 million in the first quarter of 2005 as compared to the prior year period.
 
Operating income for this segment decreased 23% for the first quarter of 2005 compared to the prior year period. The decline was driven primarily by decreased higher margin sales, such as the F-16 spares and tilting train program, and higher development work which generates lower margins. In addition, this segment experienced increased business consolidation costs, primarily in the embedded computing group, which are anticipated to produce reduced costs and improved profitability in the future.

 

Curtiss-Wright Corporation, Page 4

Metal Treatment – Sales for the first quarter of 2005 of $49.0 million were 16% higher than the comparable period last year. The improvement was mainly due to organic growth of 13% driven by higher global shot peening revenues from the aerospace and automotive markets. Favorable foreign currency translation positively impacted sales by $0.8 million in the first quarter of 2005 as compared to the prior year period.
Operating income increased 19% for the first quarter of 2005 as compared to the prior year period, primarily as a result of the higher sales volume. The 2004 acquisitions and favorable foreign currency translation also contributed to the increase in operating income.
 
2005 Management Guidance
 
We reaffirm our 2005 full-year guidance of revenues in the range of $1.05 billion to $1.10 billion; operating income in the range of $130 - $138 million, which includes $2 million of pension expense from the Curtiss-Wright pension plan; and earnings per share in the range of $3.24 to $3.45 per share. This guidance reflects our expectations of 10-15% growth in revenue, 15-20% growth in operating income, and 10–15% growth in EPS, excluding $0.16 per share of nonrecurring tax benefits reported in 2004.
 
Full year free cash flow (defined as cash flow from operating activities less capital expenditures) is expected to be between $55 and $60 million for 2005.
 
EPS guidance is based on estimated fully diluted shares outstanding of 22 million shares for the full year 2005. 2005 guidance includes an estimate for costs associated with the continuation of Sarbanes-Oxley compliance, but it does not assume any acquisitions completed in 2005.
 
Mr. Benante concluded, “Much of our revenues are dependant upon customer delivery schedules which result in variability from quarter to quarter. We anticipated and previously indicated that our first quarter would be the lightest in 2005 and we have reaffirmed our full year 2005 guidance. Our backlog is strong and at a new record level. In 2005, we should once again demonstrate our ability to generate long-term shareholder value by growing our sales and earnings. Over the past several years our operating income has been growing faster than our sales while we executed a very active, yet disciplined, acquisition program. Our historical performance demonstrates our ability to execute our strategy and achieve our financial targets. We continue to experience increasing demand for our new technologies, many of which are only at the beginning of their life cycles, which should continue to provide superior returns to our shareholders into the future. Our diversification strategy, the continued successful integration of our acquisitions, and ongoing emphasis on technology will continue to generate growth opportunities in each of our three business segments in 2005 and beyond.”
**********
The Company will host a conference call to discuss the first quarter 2005 results at 9:00 EST Friday, April 29, 2005. A live webcast of the call can be heard on the Internet by visiting the company’s website at www.curtisswright.com and clicking on the investor information page or by visiting other websites that provide links to corporate webcasts.
 
(Tables to Follow)

Curtiss-Wright Corporation, Page 5

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)

 	 	 	Three Months Ended
March 31,	 	Three Months
Change	 	
 	 	 	 	 	 	 	 	 	
 	 	 	2005		2004		$		%	 	

Net sales	 	 	$	258,487	 	$	214,933	 	$	43,554	 	 	20.26	%	
Cost of sales	 	 	 	172,718	 	 	143,338	 	 	29,380	 	 	20.50	%	
 	 	 	 		 	 		 	 		 	 	 	 	
  Gross profit	 	 	 	85,769	 	 	71,595	 	 	14,174	 	 	19.80	%	
Research & development expenses	 	 	 	10,228	 	 	8,212	 	 	2,016	 	 	24.55	%	
Selling expenses	 	 	 	16,924	 	 	12,604	 	 	4,320	 	 	34.27	%	
General and administrative expenses	 	 	 	33,468	 	 	25,249	 	 	8,219	 	 	32.55	%	
Environmental remediation and administrative	 	 		
   expenses, net	 	 	 	83	 	 	240	 	 	(157	)	 	-65.42	% 	
Pension expense (income), net	 	 	 	500	 	 	40	 	 	460	 	 	1150.00	%	
 	 	 	 		 	 		 	 		 	 	 	 	
  Operating income	 	 	 	24,566	 	 	25,250	 	 	(684	)	 	-2.71	% 	
Other income (expenses), net	 	 	 	2,789	 	 	(489	)	 	3,278	 	 	-670.35	% 	
Interest expense	 	 	 	(4,303	)	 	(2,265	)	 	(2,038	)	 	89.98	%	
 	 	 	 		 	 		 	 		 	 	 	 	
Earnings before income taxes	 	 	 	23,052	 	 	22,496	 	 	556	 	 	2.47	%	
Provision for income taxes	 	 	 	8,529	 	 	6,887	 	 	1,642	 	 	23.84	%	
 	 	 	 		 	 		 	 		 	 	 	 	
Net earnings	 	 	$	14,523	 	$	15,609	 	 	($ 1,086	)	 	-6.96	% 	
 	 	 	 		 	 		 	 		 	 	 	 	
Basic earnings per share	 	 	$	0.68	 	$	0.75	 	 	 	 	 	 	 	
 	 	 	 		 	 		 	 	 	 	 	 	 	
Diluted earnings per share	 	 	$	0.67	 	$	0.74	 	 	 	 	 	 	 	
 	 	 	 		 	 		 	 	 	 	 	 	 	
Dividends per share	 	 	$	0.09	 	$	0.09	 	 	 	 	 	 	 	
 	 	 	 		 	 		 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 		
   Basic	 	 	 	21,511	 	 	20,881	 	 	 	 	 	 	 	
   Diluted	 	 	 	21,814	 	 	21,206	 	 	 	 	 	 	 	

Curtiss-Wright Corporation, Page 6

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (In thousands)

 	 	 	March 31,
2005		December 31,
2004		

Change	 	
							$		%		
 	 	 		 		 		 		 	
Assets	 	 	 	 	 	 	 	 	 	 	
  Current Assets:	 	 		
     Cash and cash equivalents	 	 	$	41,783	 	$	41,038	 	$	745	 	 	1.8	%	
     Receivables, net	 	 	 	251,917	 	 	214,084	 	 	37,833	 	 	17.7	%	
     Inventories, net	 	 	 	128,144	 	 	115,979	 	 	12,165	 	 	10.5	%	
     Deferred income taxes	 	 	 	23,699	 	 	25,693	 	 	(1,994	)	 	-7.8	% 	
     Other current assets	 	 	 	11,923	 	 	12,460	 	 	(537	)	 	-4.3	% 	
 	 	 	 		 	 		 	 		 	 	 	 	
       Total current assets	 	 	 	457,466	 	 	409,254	 	 	48,212	 	 	11.8	%	
 	 	 	 		 	 		 	 		 	 	 	 	
  Property, plant, and equipment, net	 	 	 	269,235	 	 	265,243	 	 	3,992	 	 	1.5	%	
  Prepaid pension costs	 	 	 	77,313	 	 	77,802	 	 	(489	)	 	-0.6	% 	
  Goodwill, net	 	 	 	392,240	 	 	364,313	 	 	27,927	 	 	7.7	%	
  Other intangible assets, net	 	 	 	155,872	 	 	140,369	 	 	15,503	 	 	11.0	%	
  Other assets	 	 	 	14,565	 	 	21,459	 	 	(6,894	)	 	-32.1	% 	
 	 	 	 			 	 		 	 	 	 	
        Total Assets	 	 	$	1,366,691	 	$	1,278,440	 	$	88,251	 	 	6.9	%	

Liabilities	 	 	
  Current Liabilities:	 	 		
     Short-term debt	 	 	$	981	 	$	1,630	 	$	(649	)	 	-39.8	% 	
     Accounts payable	 	 	 	64,158	 	 	65,364	 	 	(1,206	)	 	-1.8	% 	
     Accrued expenses	 	 	 	47,245	 	 	63,413	 	 	(16,168	)	 	-25.5	% 	
     Income taxes payable	 	 	 	18,324	 	 	13,895	 	 	4,429	 	 	31.9	%	
     Other current liabilities	 	 	 	52,405	 	 	52,793	 	 	(388	)	 	-0.7	% 	
 	 	 	 		 	 		 	 		 	 	 	 	
       Total current liabilities	 	 	 	183,113	 	 	197,095	 	 	(13,982	)	 	-7.1	% 	
  Long-term debt	 	 	 	419,083	 	 	340,860	 	 	78,223	 	 	22.9	%	
  Deferred income taxes	 	 	 	46,934	 	 	40,043	 	 	6,891	 	 	17.2	%	
  Accrued pension & other postretirement benefit costs	 	 	 	82,317	 	 	80,612	 	 	1,705	 	 	2.1	%	
  Long-term portion of environmental reserves	 	 	 	24,194	 	 	23,356	 	 	838	 	 	3.6	%	
  Other liabilities	 	 	 	22,651	 	 	20,860	 	 	1,791	 	 	8.6	%	
 	 	 	 		 	 		 	 		 	 	 	 	
       Total Liabilities	 	 	 	778,292	 	 	702,826	 	 	75,466	 	 	10.7	%	

Stockholders' Equity	 	 		
  Common stock, $1 par value	 	 	 	16,682	 	 	16,646	 	 	36	 	 	0.2	%	
  Class B common stock, $1 par value	 	 	 	8,765	 	 	8,765	 	 	0	 	 	0.0	%	
  Capital surplus	 	 	 	56,005	 	 	55,885	 	 	120	 	 	0.2	%	
  Retained earnings	 	 	 	613,649	 	 	601,070	 	 	12,579	 	 	2.1	%	
  Unearned portion of restricted stock	 	 	 	(28	)	 	(34	)	 	6	 	 	-17.6	% 	
  Accumulated other comprehensive income	 	 	 	33,004	 	 	36,797	 	 	(3,793	)	 	-10.3	% 	
 	 	 	 		 	 		 	 		 	 	 	 	
 	 	 	 	728,077	 	 	719,129	 	 	8,948	 	 	1.2	%	
  Less: cost of treasury stock	 	 	 	139,678	 	 	143,515	 	 	(3,837	)	 	-2.7	% 	
 	 	 	 		 	 		 	 		 	 	 	 	
       Total Stockholders' Equity	 	 	 	588,399	 	 	575,614	 	 	12,785	 	 	2.2	%	
 	 	 	 		 	 		 	 		 	 	 	 	
        Total Liabilities and Stockholders' Equity	 	 	$	1,366,691	 	$	1,278,440	 	$	88,251	 	 	6.9	%	

Curtiss-Wright Corporation, Page 7

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
SEGMENT INFORMATION
(In thousands)

 	 	 	Three Months Ended March 31,	 	
 	 	 		 	
 	 	 	2005		2004		%
Change	 	
 	 	 		 		 		 	
Sales:	 	 	 	 	 	 	 	 	 	 	 	
Flow Control	 	 	$	109,413	 	$	89,395	 	 	22.4	%	
Motion Control	 	 	 	100,084	 	 	83,344	 	 	20.1	%	
Metal Treatment	 	 	 	48,990	 	 	42,194	 	 	16.1	%	

Total Sales	 	 	$	258,487	 	$	214,933	 	 	20.3	%	
 	 	 		
Operating Income:	 	 		
Flow Control	 	 	$	10,349	 	$	10,431	 	 	-0.8	%	
Motion Control	 	 	 	6,390	 	 	8,289	 	 	-22.9	%	
Metal Treatment	 	 	 	7,817	 	 	6,577	 	 	18.9	%	

Total Segments	 	 	 	24,556	 	 	25,297	 	 	-2.9	%	
Pension (Expense)/Income	 	 	 	(500	)	 	(40	)	 	1150.0	%	
Corporate & Other	 	 	 	510	 	 	(7	)	 	-7385.7	%	

   									
Total Operating Income	 	 	$	24,566	 	$	25,250	 	 	-2.7	%	

 	 	 		
Operating Margins:	 	 	
Flow Control	 	 	 	9.5	%	 	11.7	%	 	 	 	
Motion Control	 	 	 	6.4	%	 	9.9	%	 	 	 	
Metal Treatment	 	 	 	16.0	%	 	15.6	%	 	 	 	
Total Curtiss-Wright	 	 	 	9.5	%	 	11.7	%	 	 	 	

Curtiss-Wright Corporation, Page 8

About Curtiss-Wright
 
Curtiss-Wright Corporation is a diversified company headquartered in Roseland, New Jersey. The Company designs, manufactures and overhauls products for motion control and flow control applications and provides a variety of metal treatment services. The firm employs approximately 5,800 people. More information on Curtiss-Wright can be found at www.curtisswright.com .
 
###
 
Forward-looking statements in this release are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to: a reduction in anticipated orders; an economic downturn; changes in competitive marketplace and/or customer requirements; a change in government spending; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies. Please refer to the Company’s current SEC filings under the Securities and Exchange Act of 1934, as amended, for further information.
 
This press release and additional information is available at www.curtisswright.com.
 
Contact:	Alexandra M. Deignan	 	
 	(973) 597-4734	 	
 	adeignan@curtisswright.com