-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FKvx6dqo9EItGtbOevucw+zpa78rOE97fkoV4N+bxiBQZes+9bVePqCOrCY7kyWw VijeKsGQRizmB9YTlU7Zsw== 0001275287-06-001522.txt : 20060321 0001275287-06-001522.hdr.sgml : 20060321 20060321161545 ACCESSION NUMBER: 0001275287-06-001522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060321 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060321 DATE AS OF CHANGE: 20060321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM CONTROL INC CENTRAL INDEX KEY: 0000092769 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 251196447 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08796 FILM NUMBER: 06701461 BUSINESS ADDRESS: STREET 1: 8031 AVONIA ROAD CITY: FAIRVIEW STATE: PA ZIP: 16415 BUSINESS PHONE: 8144744310 MAIL ADDRESS: STREET 1: 8031 AVONIA ROAD CITY: FAIRVIEW STATE: PA ZIP: 16415 8-K 1 sc5202.txt FORM 8-K ================================================================================ EFFECTIVE AUGUST 23RD, 2004 UNITED STATES 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) March 21, 2006 SPECTRUM CONTROL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-8796 25-1196447 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 8031 Avonia Road; Fairview, Pennsylvania 16415 ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (814) 474-2207 -------------------------------------------------------------- (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02 Results of Operations and Financial Condition The following information is being furnished pursuant to Item 2.02. This information, including the exhibits attached hereto, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as may be expressly set forth by specific reference in such a filing. On March 21, 2006, Spectrum Control, Inc. issued an earnings release announcing its financial results for the first quarter ended February 28, 2006. A copy of the earnings release is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits - 99.1 Press Release of Spectrum Control, Inc. dated March 21, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. SPECTRUM CONTROL, INC. --------------------------------- (Registrant) Date: March 21, 2006 By: /s/ John P. Freeman ----------------------------- (Signature) Senior Vice President and Chief Financial Officer EX-99.1 2 sc5202ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 STANDARD [LOGO OF PR NEWSWIRE UNITED BUSINESS MEDIA] FLASHRESULTS Spectrum Control, Inc. (SPEC) (Numbers in Thousands, Except Per Share Data) 1st quarter ended 1st quarter ended 2/28/2006 YTD 2/28/2005 YTD ----------------- -------- ----------------- -------- Sales $ 25,560 $ 25,560 $ 21,142 $ 21,142 Net Income $ 290 $ 290 $ 607 $ 607 Average Shares 13,192 13,192 13,154 13,154 EPS $ 0.02 $ 0.02 $ 0.05 $ 0.05 FOR IMMEDIATE RELEASE SPECTRUM CONTROL REPORTS FIRST QUARTER PROFIT --------------------------------------------- First Quarter Customer Orders up 32% and Sales up 21% from a Year Ago Fairview, Pa, March 21, 2006 ----- Spectrum Control, Inc. (NASDAQ: SPEC), a leading designer and manufacturer of electronic control products and systems, today reported results for the first quarter ended February 28, 2006. For the first quarter of fiscal 2006, the Company generated net income of $290,000 or two cents per share on sales of $25,560,000, compared to net income of $607,000 or five cents per share on sales of $21,142,000 for the first quarter of fiscal 2005. Dick Southworth, the Company's President and Chief Executive Officer, commented, "With first quarter revenues up 21% and customer orders up 32% from a year ago, it's clear that there is strong demand for our products. Sales of our microwave products grew by $2.9 million, of which $2.2 million reflects the impact of our recent business acquisitions. Demand for our microwave products in military/aerospace applications remains particularly strong. Sales of our power management systems increased by $562,000 in the current quarter, as these advanced systems continue to gain market share and recognition. Sales in the current quarter also include $1.7 million for sensor and control products, arising from our acquisition of JDK Controls, Inc. in October of last year." Mr. Southworth continued, "Our profitability in the current quarter was negatively impacted by several factors, including shipment delays and significantly higher material costs from purchasing ceramic components from third party suppliers. Since August of last year, when Hurricane Katrina irreparably damaged our ceramic manufacturing plant in New Orleans, we have been purchasing certain ceramic capacitors from outside vendors. In addressing this issue, we are very pleased with our progress in establishing a new ceramic manufacturing operation in State College, Pennsylvania. By the end of our third quarter of fiscal 2006, we expect this new facility to reach full production, thereby alleviating the shipment delays and margin pressures associated with buying ceramic capacitors in the open market." BUSINESS SEGMENT DISCUSSION Our operations are currently conducted in four reportable segments: signal and power integrity components; microwave components and systems; power management systems; and sensors and controls. Our Signal and Power Integrity Components Business designs and manufactures a broad range of products including low pass electromagnetic interference (EMI) filters, filter plates, filtered connectors, specialty ceramic capacitors, power entry modules, power line filters, and our motor line feed thru (MLFT) filters. Orders for these products were $14.5 million in the current quarter, up 27% from a year ago. Sales of signal and power integrity components for the first quarter were $11.4 million, compared to $12.2 million in the first quarter of 2005. This sales decrease reflects delayed shipments of our EMI filter products because of the unavailability of required ceramic capacitor components. When our new State College ceramic manufacturing facility begins full production, we expect this business segment's revenues and profitability to significantly improve. Our Microwave Components and Systems Business designs and manufactures duplexers, lumped element filters, cavity filters, waveguides, amplifiers, frequency mixers, oscillators, synthesizers, multiple channel filter banks, and related products and integrated assemblies. Customer orders for microwave components and systems were $10.2 million in the first quarter of fiscal 2006, and increase of 26% from the first quarter of fiscal 2005. Sales for this segment were $10.5 million in the current quarter, up 2.9 million or 39% from the same period last year. Although our microwave components and systems are used in numerous industries and applications, sales in the military/aerospace sector were particularly strong in the current quarter. Our Power Management Systems Business designs and manufactures circuit breaker panels, custom power outlet strips, and our Smart Start power management systems. Sales of our power management systems were $1.9 million in the first quarter of fiscal 2006, up 41% from the first quarter of fiscal 2005. These advanced systems are used in various infrastructure equipment including wireless base stations, optical networks, IT hubs, data centers, and certain military applications. Since our introduction of these products a few years ago, we continue to gain customer recognition and market share. Our newly created Sensors and Controls Business designs and manufactures potentiometers and related assemblies. In the current quarter, customer orders for these products were $2.4 million and sales were $1.7 million, reflecting the successful integration of our recent acquisition of JDK Controls, Inc. CURRENT BUSINESS OUTLOOK Mr. Southworth continued, "Based upon our current sales order backlog and strong customer order rates, we expect our second quarter sales to be in the range of $30.0 to $31.0 million. If this shipment level is achieved, we would anticipate our profitability to equal or exceed the ten cents of earnings per share generated in the second quarter last year. Because of inherent uncertainties associated with the phase-in of ceramic production at our new State College facility, we are unable to provide any specific guidance for the Company's financial performance beyond the second quarter. However, we remain very confident and optimistic about the second half of fiscal 2006." FORWARD-LOOKING INFORMATION This press release contains statements that are forward-looking statements within the meaning of the Private Securities Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. SIMULTANEOUS WEBCAST AND TELECONFERENCE REPLAY Spectrum Control, Inc. will host a teleconference to discuss first quarter results on Tuesday, March 21, 2006, at 4:45 p.m., Eastern Time. Internet users will be able to access a simultaneous webcast of the teleconference at www.spectrumcontrol.com or www.vcall.com. A taped replay of the call will be available through March 22, 2006 at 877-660-6853, access account 286, conference 195584 or for 30 days over the Internet at the Company's website. ABOUT SPECTRUM CONTROL Spectrum Control is a leading designer and manufacturer of components and systems used to condition, regulate, transmit, receive, or govern electronic performance. The Company's largest markets are military/aerospace and telecommunications equipment, with applications in secure communications, smart weapons and munitions, missile defense systems, avionic upgrades, wireless base stations, broadband switching equipment, and global positioning systems. Automotive represents an emerging market for the Company's products, with significant applications in DC motors, telematics, and electronic safety controls. Other markets for the Company's products include medical instrumentation, industrial equipment, computers, and storage devices. For more information about Spectrum Control and its products, please visit the Company's website at www.spectrumcontrol.com. CORPORATE HEADQUARTERS INVESTOR RELATIONS ---------------------- -------------------------------------- 8031 Avonia Road John P. Freeman, Senior Vice President Fairview, PA 16415 and Chief Financial Officer Phone: 814/474-2207 Spectrum Control, Inc. Fax: 814/474-2208 Phone: 814/474-4310 -Table Follows- SPECTRUM CONTROL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollar Amounts in Thousands)
February 28, November 30, 2006 2005 ------------ ------------ ASSETS Current assets Cash and cash equivalents $ 1,838 $ 8,386 Accounts receivable, net Trade 18,145 16,188 Insurance recovery 4,000 5,000 Inventories 18,565 17,832 Deferred income taxes 1,621 1,621 Prepaid expenses and other current assets 2,168 672 ------------ ------------ Total current assets 46,337 49,699 Property, plant and equipment, net 19,767 15,484 Noncurrent assets Goodwill 28,732 28,361 Other 8,286 4,458 ------------ ------------ Total assets $ 103,122 $ 98,002 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term debt $ 2,000 $ - Accounts payable 6,664 6,760 Income taxes payable 323 266 Accrued liabilities 3,387 2,913 Current portion of long-term debt 290 290 ------------ ------------ Total current liabilities 12,664 10,229 Long-term debt 1,366 1,426 Other liabilities 1,961 - Deferred income taxes 5,404 4,986 Stockholders' equity 81,727 81,361 ------------ ------------ Total liabilities and stockholders' equity $ 103,122 $ 98,002 ============ ============
SPECTRUM CONTROL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Amounts in Thousands Except Per Share Data)
For the Quarter Ended February 28, --------------------------- 2006 2005 ------------ ------------ Net sales $ 25,560 $ 21,142 Cost of products sold 20,340 16,219 ------------ ------------ Gross margin 5,220 4,923 Selling, general and administrative expense 4,892 3,957 ------------ ------------ Income from operations 328 966 Other income (expense) Interest expense (41) (38) Other income and expense, net 182 71 ------------ ------------ 141 33 ------------ ------------ Income before provision for income taxes 469 999 Provision for income taxes 179 392 ------------ ------------ Net income $ 290 $ 607 ============ ============ Earnings per common share : Basic $ 0.02 $ 0.05 ============ ============ Diluted $ 0.02 $ 0.05 ============ ============ Average number of common shares outstanding : Basic 13,062 13,034 ============ ============ Diluted 13,192 13,154 ============ ============
SPECTRUM CONTROL, INC. AND SUBSIDIARIES SELECTED FINANCIAL DATA (Unaudited)
For the Quarter Ended February 28, --------------------------- 2006 2005 ------------ ------------ Selected Financial Data, as a Percentage of Net Sales : Net sales 100.0% 100.0% Cost of products sold 79.6 76.7 ------------ ------------ Gross margin 20.4 23.3 Selling, general and administrative expense 19.1 18.7 ------------ ------------ Income from operations 1.3 4.6 Other income ( expense ) Interest expense (0.2) (0.2) Other income and expense, net 0.7 0.3 ------------ ------------ Income before provision for income taxes 1.8 4.7 Provision for income taxes 0.7 1.8 ------------ ------------ Net income 1.1% 2.9% ============ ============ Selected Operating Segment Data : (Dollar Amounts in Thousands) Signal and power integrity components : Customer orders received $ 14,519 $ 11,466 Net sales 11,408 12,241 Microwave components and systems : Customer orders received 10,219 8,137 Net sales 10,485 7,543 Power management systems : Customer orders received 1,546 2,171 Net sales 1,920 1,358 Sensors and controls : Customer orders received 2,439 - Net sales 1,747 -
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