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8-K - FORM 8-K - SPECTRUM CONTROL INCd8k.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER - SPECTRUM CONTROL INCdex21.htm
EX-99.1 - JOINT PRESS RELEASE - SPECTRUM CONTROL INCdex991.htm
EX-10.1 - EMPLOYMENT AND CONSULTING AGREEMENT - SPECTRUM CONTROL INCdex101.htm

Exhibit 99.2

LOGO

Spectrum Control Reports First Quarter Profit

Revenue Up 9% and Earnings Per Share Up 32% from a Year Ago

Fairview, PA—March 28, 2011—Spectrum Control, Inc. (NASDAQ: SPEC), a leading designer and manufacturer of custom electronic products and systems, today reported results for the first quarter ended February 28, 2011.

For the first quarter of fiscal 2011, the Company reported net income of $3.3 million or 25 cents per diluted share on sales of $41.2 million, compared to net income of $2.4 million or 19 cents per diluted share on sales of $37.9 million for the same period last year.

Dick Southworth, the Company’s President and Chief Executive Officer, commented, “Compared to a year ago, our 2011 first quarter revenue grew 9%, principally driven by the successful integration of our recent business acquisitions. Demand for our products in various commercial applications continues to increase, reflecting improved general economic conditions and the impact from several of our new product offerings and capabilities. In the first quarter of fiscal 2011, our total sales into commercial markets amounted to $16.0 million, up $1.3 million or 9% from the same quarter of 2010. These positive factors helped to offset a military/defense market which continues to be somewhat tentative, as many of our military/defense customers proceed cautiously during this period of defense spending scrutiny and reassessed priorities. With our overall increase in shipments, and our ability to leverage our operating costs and manufacturing capacity over greater sales volume, our profitability improved significantly. Our net income grew to $3.3 million in the current period, up 36% from a year ago, and our earnings per share increased by 32%.”

 

LOGO


First Quarter Highlights

Increased Revenue

Late last year, we acquired all of the outstanding common stock of Summit Instruments, Inc. (“Summit”). Based in Akron, Ohio, Summit designs and manufactures custom inertia sensors, accelerometers, inertial measurement systems, and related products and assemblies. Since the acquisition, we have successfully integrated the acquired operations with our existing Sensors and Controls Business. In the first quarter of fiscal 2011, total sales for our sensors and controls amounted to $6.4 million, up $1.9 million from the same period a year ago, with sales of Summit products generating $1.2 million of this increase. Excluding the impact of Summit, sales of our sensors and controls increased nearly 17% in the current period compared to the comparable period last year. Shipments for our sensors and control products were particularly strong for applications in medical equipment, instrumentation, and industrial controls during the current quarter.

Sales of our advanced specialty products were $12.0 million in the current quarter, up 2% from the first quarter of fiscal 2010. This increase primarily reflects the impact of our new product offerings in specialty connectors and antennas. Our advanced specialty products are used in numerous industries including military/defense, medical equipment and instrumentation, industrial controls, and communication equipment.

In June 2010, we acquired substantially all of the assets and assumed certain liabilities of Sage Laboratories, Inc. (“Sage Labs”). Sage Labs, based in Hudson, New Hampshire, designs and manufactures custom microwave products including filters, diplexers, multiplexers, hybrids, and digital frequency discriminators. This acquired business is now reported within our Microwave Components and Systems Business. In the current quarter, total sales of our Microwave Components and Systems Business were $19.8 million, compared to $17.8 million in the first quarter of fiscal 2010. Excluding the impact of our current period Sage Labs’ product sales of $2.9 million, sales of our microwave products were down approximately 5% from the same quarter of last year, reflecting the continued cautiousness prevalent throughout the military/defense industry.

Sales of our power management systems were $3.0 million in the current quarter, compared to a record-setting first quarter last year of $3.9 million. Demand remains strong for these products, particularly in applications for data storage and networking systems.

Improved Operating Margins

In the first quarter of fiscal 2011, our gross margin was $10.1 million or 25% of sales, compared to $8.9 million or 23% of sales for the same quarter last year. Income from operations amounted to $4.9 million in the current quarter, up 31% from the comparable period a year ago. This improved operating performance principally reflects the economies of scale generated with additional sales and production volumes.


Current Business Outlook

Mr. Southworth added, “Regarding our military/defense business, we believe that the current market uncertainty may persist for several more months, before improving in the second half of fiscal 2011 when overall defense spending priorities and programs are clarified. Based on these current market conditions, we presently anticipate fiscal 2011 second quarter sales of $42.0 to $44.0 million, with earnings of 26 to 29 cents per share. If these operating results are achieved, we would once again have meaningful growth from the comparable period of a year ago, with sales up 6% to 11% and earnings per share up 4% to 12%. Beyond the second quarter of this year, we remain very optimistic about our business outlook as market conditions improve, and we continuously develop new and innovative solutions for our customers.”

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.

Cancellation of Teleconference

The Spectrum Control, Inc. first quarter teleconference, previously scheduled for March 31, 2011, at 4:45 PM EDT, has been canceled.

About Spectrum Control

Spectrum Control, Inc. is a leader in the design, development and manufacture of custom electronic products and systems for the defense, aerospace, communications, and medical industries worldwide. 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

Tables follow


Spectrum Control, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

(Dollar Amounts in Thousands)    February 28,
2011
     November 30,
2010
 

Assets

     

Current assets

     

Cash and cash equivalents

   $ 3,746       $ 2,754   

Accounts receivable, net

     28,595         25,892   

Inventories, net

     39,270         39,549   

Deferred income taxes

     1,681         1,681   

Prepaid expenses and other current assets

     2,673         1,143   
                 

Total current assets

     75,965         71,019   

Property, plant and equipment, net

     28,611         29,210   

Noncurrent assets

     

Goodwill

     45,867         45,867   

Other

     11,010         11,526   
                 

Total assets

   $ 161,453       $ 157,622   
                 

Liabilities and Stockholders’ Equity

     

Current liabilities

     

Short-term debt

   $ 3,000       $ 1,000   

Accounts payable

     6,820         7,527   

Accrued liabilities

     6,046         7,326   

Current portion of long-term debt

     75         70   
                 

Total current liabilities

     15,941         15,923   

Long-term debt

     335         410   

Other liabilities

     386         433   

Deferred income taxes

     11,273         11,129   

Stockholders’ equity

     133,518         129,727   
                 

Total liabilities and stockholders’ equity

   $ 161,453       $ 157,622   
                 


Spectrum Control, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

 

     For the Three Months Ended
February 28,
 
(Amounts in Thousands, Except Per Share Data)    2011     2010  

Net sales

   $ 41,209      $ 37,870   

Cost of products sold

     31,062        28,991   
                

Gross margin

     10,147        8,879   

Selling, general and administrative expense

     5,276        5,159   
                

Income from operations

     4,871        3,720   

Other income (expense)

    

Interest expense

     (41     (47

Other income and expense, net

     (13     34   
                
     (54     (13
                

Income before provision for income taxes

     4,817        3,707   

Provision for income taxes

     1,532        1,299   
                

Net income

   $ 3,285      $ 2,408   
                

Earnings per common share:

    

Basic

   $ 0.25      $ 0.19   
                

Diluted

   $ 0.25      $ 0.19   
                

Average number of common shares outstanding:

    

Basic

     13,123        12,695   
                

Diluted

     13,332        12,964   
                


Spectrum Control, Inc. and Subsidiaries

Selected Financial Data

(Unaudited)

 

     For the Three Months Ended
February 28,
 
     2011     2010  

Selected Financial Data, as a Percentage of Net Sales:

    

Net sales

     100.0     100.0

Cost of products sold

     75.4        76.6   
                

Gross margin

     24.6        23.4   

Selling, general and administrative expense

     12.8        13.6   
                

Income from operations

     11.8        9.8   

Other income ( expense ):

    

Interest expense

     (0.1     (0.1

Other income and expense, net

     —          0.1   
                

Income before provision for income taxes

     11.7        9.8   

Provision for income taxes

     3.7        3.4   
                

Net income

     8.0     6.4
                

Selected Operating Segment Data:

    

( Dollar Amounts in Thousands )

    

Advanced specialty products:

    

Customer orders received

   $ 12,854      $ 12,173   

Net sales

     11,959        11,673   

Microwave components and systems:

    

Customer orders received

     14,981        16,085   

Net sales

     19,769        17,832   

Power management systems:

    

Customer orders received

     3,753        2,520   

Net sales

     3,048        3,872   

Sensors and controls:

    

Customer orders received

     5,222        4,512   

Net sales

     6,433        4,493