UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2008
Or
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
|
For the transition period from
to
Commission File No. 000-13059
CERADYNE, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
33-0055414
(I.R.S. Employer
Identification No.)
|
|
|
|
3169 Red Hill Avenue, Costa Mesa, CA
|
|
92626
|
(Address of principal executive)
|
|
(Zip Code)
|
Registrants telephone number, including area code (714) 549-0421
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer or a reporting company. See definitions of large accelerated filer,
accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2). Yes
o
No
þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
|
|
|
Class
|
|
Outstanding as of July 16, 2008
|
|
|
|
Common Stock, $0.01 par value
|
|
26,270,321 Shares
|
Exhibit Index on Page 37
CERADYNE, INC.
FORM 10-Q
FOR THE QUARTER ENDED
JUNE 30, 2008
PART I. FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Financial Statements
CERADYNE, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands,
except share data)
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
194,979
|
|
|
$
|
155,103
|
|
Restricted cash
|
|
|
2,688
|
|
|
|
2,660
|
|
Short-term investments
|
|
|
8,390
|
|
|
|
29,582
|
|
Accounts receivable, net of allowances for doubtful accounts of $1,505
and $792 at June 30, 2008 and December 31, 2007, respectively
|
|
|
77,006
|
|
|
|
85,346
|
|
Other receivables
|
|
|
8,351
|
|
|
|
5,704
|
|
Inventories, net
|
|
|
100,499
|
|
|
|
92,781
|
|
Production tooling, net
|
|
|
12,474
|
|
|
|
16,632
|
|
Prepaid expenses and other
|
|
|
20,950
|
|
|
|
12,391
|
|
Deferred tax asset
|
|
|
12,672
|
|
|
|
12,455
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS
|
|
|
438,009
|
|
|
|
412,654
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, net
|
|
|
267,640
|
|
|
|
243,892
|
|
LONG TERM INVESTMENTS
|
|
|
35,041
|
|
|
|
38,089
|
|
INTANGIBLE ASSETS, net
|
|
|
38,777
|
|
|
|
37,578
|
|
GOODWILL
|
|
|
47,645
|
|
|
|
46,848
|
|
OTHER ASSETS
|
|
|
4,084
|
|
|
|
4,225
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
831,196
|
|
|
$
|
783,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
29,318
|
|
|
$
|
35,990
|
|
Accrued expenses
|
|
|
25,273
|
|
|
|
22,483
|
|
Income taxes payable
|
|
|
850
|
|
|
|
258
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
55,441
|
|
|
|
58,731
|
|
LONG-TERM DEBT
|
|
|
121,000
|
|
|
|
121,000
|
|
EMPLOYEE BENEFITS
|
|
|
15,424
|
|
|
|
13,650
|
|
OTHER LONG TERM LIABILITY
|
|
|
5,462
|
|
|
|
4,985
|
|
DEFERRED TAX LIABILITY
|
|
|
6,079
|
|
|
|
6,291
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
203,406
|
|
|
|
204,657
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES (Note 15)
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value,
100,000,000 authorized, 26,270,321
and 27,318,530 shares issued and
outstanding at June 30, 2008 and
December 31, 2007, respectively
|
|
|
263
|
|
|
|
272
|
|
Additional paid-in capital
|
|
|
153,644
|
|
|
|
185,702
|
|
Retained earnings
|
|
|
427,399
|
|
|
|
361,301
|
|
Accumulated other comprehensive income
|
|
|
46,484
|
|
|
|
31,354
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY
|
|
|
627,790
|
|
|
|
578,629
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$
|
831,196
|
|
|
$
|
783,286
|
|
|
|
|
|
|
|
|
See accompanying condensed notes to Consolidated Financial Statements
3
CERADYNE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
NET SALES
|
|
$
|
184,975
|
|
|
$
|
185,359
|
|
|
$
|
373,512
|
|
|
$
|
373,802
|
|
COST OF GOODS SOLD
|
|
|
109,414
|
|
|
|
107,975
|
|
|
|
226,422
|
|
|
|
219,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
75,561
|
|
|
|
77,384
|
|
|
|
147,090
|
|
|
|
154,496
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
|
|
|
8,668
|
|
|
|
6,447
|
|
|
|
16,523
|
|
|
|
12,745
|
|
General and administrative
|
|
|
11,690
|
|
|
|
9,161
|
|
|
|
23,505
|
|
|
|
18,938
|
|
Research and development
|
|
|
3,445
|
|
|
|
4,395
|
|
|
|
6,452
|
|
|
|
7,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,803
|
|
|
|
20,003
|
|
|
|
46,480
|
|
|
|
39,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
51,758
|
|
|
|
57,381
|
|
|
|
100,610
|
|
|
|
114,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty income
|
|
|
29
|
|
|
|
45
|
|
|
|
60
|
|
|
|
75
|
|
Interest income
|
|
|
1,824
|
|
|
|
3,483
|
|
|
|
4,501
|
|
|
|
6,261
|
|
Interest expense
|
|
|
(1,024
|
)
|
|
|
(1,035
|
)
|
|
|
(2,104
|
)
|
|
|
(2,060
|
)
|
Miscellaneous
|
|
|
(459
|
)
|
|
|
(117
|
)
|
|
|
673
|
|
|
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
370
|
|
|
|
2,376
|
|
|
|
3,130
|
|
|
|
4,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
52,128
|
|
|
|
59,757
|
|
|
|
103,740
|
|
|
|
119,365
|
|
PROVISION FOR INCOME TAXES
|
|
|
18,932
|
|
|
|
21,454
|
|
|
|
37,642
|
|
|
|
42,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
33,196
|
|
|
$
|
38,303
|
|
|
$
|
66,098
|
|
|
$
|
76,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC INCOME PER SHARE
|
|
$
|
1.26
|
|
|
$
|
1.41
|
|
|
$
|
2.47
|
|
|
$
|
2.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED INCOME PER SHARE
|
|
$
|
1.25
|
|
|
$
|
1.38
|
|
|
$
|
2.45
|
|
|
$
|
2.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
|
26,285
|
|
|
|
27,237
|
|
|
|
26,718
|
|
|
|
27,194
|
|
DILUTED
|
|
|
26,539
|
|
|
|
27,786
|
|
|
|
26,984
|
|
|
|
27,585
|
|
See accompanying condensed notes to Consolidated Financial Statements
4
CERADYNE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
66,098
|
|
|
$
|
76,392
|
|
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
18,063
|
|
|
|
10,706
|
|
Deferred income taxes
|
|
|
257
|
|
|
|
(1,459
|
)
|
Stock compensation
|
|
|
1,392
|
|
|
|
1,184
|
|
Loss on marketable securities
|
|
|
587
|
|
|
|
|
|
Loss on equipment disposal
|
|
|
29
|
|
|
|
220
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
9,701
|
|
|
|
5,816
|
|
Other receivables
|
|
|
(2,117
|
)
|
|
|
(515
|
)
|
Inventories, net
|
|
|
(4,480
|
)
|
|
|
(17,466
|
)
|
Production tooling, net
|
|
|
4,252
|
|
|
|
(22
|
)
|
Prepaid expenses and other assets
|
|
|
(8,237
|
)
|
|
|
(4,724
|
)
|
Accounts payable and accrued expenses
|
|
|
(4,500
|
)
|
|
|
1,499
|
|
Income taxes payable
|
|
|
550
|
|
|
|
(13,039
|
)
|
Other long term liability
|
|
|
477
|
|
|
|
7,093
|
|
Employee benefits
|
|
|
685
|
|
|
|
808
|
|
|
|
|
|
|
|
|
NET CASH
PROVIDED BY OPERATING ACTIVITIES
|
|
|
82,757
|
|
|
|
63,495
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(27,608
|
)
|
|
|
(15,503
|
)
|
Changes in restricted cash
|
|
|
(28
|
)
|
|
|
(2,603
|
)
|
Purchases of marketable securities
|
|
|
|
|
|
|
(352,718
|
)
|
Proceeds from sales and maturities of marketable securities
|
|
|
21,191
|
|
|
|
326,852
|
|
Cash paid for acquisition
|
|
|
(3,896
|
)
|
|
|
|
|
Proceeds from sale of equipment
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
(10,340
|
)
|
|
|
(43,972
|
)
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from issuance of stock due to exercise of options
|
|
|
298
|
|
|
|
500
|
|
Proceeds
from issuance of stock for stock plans
|
|
|
|
|
|
|
1,078
|
|
Excess tax benefit due to exercise of stock options
|
|
|
280
|
|
|
|
3,702
|
|
Shares repurchased
|
|
|
(34,919
|
)
|
|
|
|
|
Other
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
|
|
(34,341
|
)
|
|
|
5,286
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
|
|
1,800
|
|
|
|
624
|
|
|
|
|
|
|
|
|
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
39,876
|
|
|
|
25,433
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
155,103
|
|
|
|
13,547
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
194,979
|
|
|
$
|
38,980
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
1,742
|
|
|
$
|
1,751
|
|
Income taxes paid
|
|
$
|
43,774
|
|
|
$
|
49,180
|
|
See accompanying condensed notes to Consolidated Financial Statements
5
CERADYNE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
(Unaudited)
1.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair statement have been
included. Operating results for the six months ended June 30, 2008 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2008.
The balance sheet at December 31, 2007 has been derived from the audited financial statements at
that date, but does not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements.
For further information, refer to the Consolidated Financial Statements and Notes to Financial
Statements included in Ceradynes Annual Report on Form 10-K for the year ended December 31, 2007.
Certain reclassifications have been made to the 2007 financial statements to conform to the 2008 presentation.
2.
Share Based Compensation
See Note 4 below for information concerning an internal investigation into our stock option grant
practices for the period of 1997 through June 30, 2006.
Share-based compensation expense recognized under Statement of Financial Accounting Standards No.
123(R) (SFAS 123(R)) for the three and six months ended
June 30, 2008 was $0.8 million and $1.4
million respectively, which was related to stock options and restricted stock units. This
compared to $0.7 million and $1.2 million for the three and six months ended June 30, 2007.
Share-based compensation expense is based on the value of the portion of share-based payment awards
that is ultimately expected to vest. SFAS 123(R) requires forfeitures to be estimated at the time
of grant in order to estimate the amount of share-based awards that will ultimately vest. The
forfeiture rate is based on historical rates. Share-based compensation expense recognized in the
Companys Consolidated Statements of Income for the three and six month periods ended June 30, 2008
includes (i) compensation expense for share-based payment awards granted prior to, but not yet
vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the
pro forma provisions of SFAS 123 and (ii) compensation expense for the share-based payment awards
granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance
with the provisions of SFAS 123(R). As share-based compensation expense recognized in the
Consolidated Statements of Income for the three and six month periods ended June 30, 2008 is based
on awards ultimately expected to vest, it has been reduced for estimated forfeitures.
The Company maintains the 1994 Stock Incentive Plan and 2003 Stock Incentive Plan.
The Company was authorized to grant options for up to 2,362,500 shares under its 1994 Stock
Incentive Plan. The Company has granted options for 2,691,225 shares and has had cancellations of
396,911 shares through June 30, 2008. There are no remaining stock options available to grant under
this plan. The options granted under this plan generally became exercisable over a five-year period
for incentive stock options and six months for nonqualified stock options and have a maximum term
of ten years.
The 2003 Stock Incentive Plan was amended in 2005 to allow the issuance of Restricted Stock Units
(the Units) to eligible employees and non-employee directors. The Units are payable in shares of
the Companys common stock upon vesting. For directors, the Units vest annually over three years on
the anniversary date of their issuance. For officers and employees, the Units vest annually over
five years on the anniversary date of their issuance.
The Company may grant options and Units for up to 1,125,000 shares under the 2003 Stock Incentive
Plan. The Company has granted options for 475,125 shares and Units for 350,226 shares under this
plan through June 30, 2008. There have been cancellations of 70,525 shares associated with this
plan through June 30, 2008. The options under this plan have a life of ten years.
During the three and six months ended June 30, 2008 and 2007, the Company issued Units to certain
directors, officers and employees with weighted average grant date fair values and Units issued as
indicated in the table below. Pursuant to SFAS 123(R), the Company records compensation expense for
the amount of the grant date fair value on a straight line basis over the vesting period.
6
Share-based compensation expense reduced the Companys results of operations as follows (dollars in
thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Share-based compensation expense recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative, options
|
|
$
|
118
|
|
|
$
|
187
|
|
|
$
|
233
|
|
|
$
|
376
|
|
General and administrative, restricted stock units
|
|
|
644
|
|
|
|
521
|
|
|
|
1,159
|
|
|
|
808
|
|
Related deferred income tax benefit
|
|
|
(277
|
)
|
|
|
(255
|
)
|
|
|
(505
|
)
|
|
|
(426
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in net income
|
|
$
|
485
|
|
|
$
|
453
|
|
|
$
|
887
|
|
|
$
|
758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in basic earnings per share
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in diluted earnings per share
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts above include the impact of recognizing compensation expense related to non-qualified
stock options.
As of June 30, 2008, there was $0.9 million of total unrecognized compensation cost related to
55,725 non-vested outstanding stock options, with a per share weighted average fair value of
$19.61. The unrecognized expense is anticipated to be recognized on a straight-line basis over a
weighted average period of 0.9 years. In addition, the aggregate intrinsic value of stock options
exercised was $0.6 million and $7.9 million for the six months ended June 30, 2008 and 2007.
As of June 30, 2008, there was approximately $10.4 million of total unrecognized compensation cost
related to non-vested Units granted under the 2003 Stock Incentive Plan. That cost is expected to
be recognized over a weighted average period of 3.8 years.
The following is a summary of stock option activity:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
|
Options
|
|
|
Price
|
|
Outstanding, December 31, 2007
|
|
|
497,325
|
|
|
$
|
12.04
|
|
Options granted
|
|
|
|
|
|
$
|
|
|
Options exercised
|
|
|
(24,175
|
)
|
|
$
|
8.69
|
|
Options cancelled
|
|
|
(3,750
|
)
|
|
$
|
15.05
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2008
|
|
|
469,400
|
|
|
$
|
12.19
|
|
|
|
|
|
|
|
|
|
Exercisable, June 30, 2008
|
|
|
413,675
|
|
|
$
|
11.19
|
|
The following is a summary of Unit activity:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008
|
|
|
|
Number
|
|
|
Weighted
|
|
|
|
of
|
|
|
Average Grant
|
|
|
|
Units
|
|
|
Fair Value
|
|
Non-vested Units at December 31, 2007
|
|
|
149,759
|
|
|
$
|
52.94
|
|
Granted
|
|
|
122,826
|
|
|
$
|
40.09
|
|
Vested
|
|
|
(35,191
|
)
|
|
$
|
46.94
|
|
Forfeited
|
|
|
(400
|
)
|
|
$
|
62.07
|
|
|
|
|
|
|
|
|
|
Non-vested Units at June 30, 2008
|
|
|
236,994
|
|
|
$
|
47.14
|
|
|
|
|
|
|
|
|
|
7
The following table summarizes information regarding options outstanding and options exercisable at
June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
Aggregate
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
Aggregate
|
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
Intrinsic
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
Intrinsic
|
|
|
|
Number of
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Value
|
|
|
Number of
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Value
|
|
Range of Exercise Prices
|
|
Options
|
|
|
Life (Years)
|
|
|
Price
|
|
|
(000s)
|
|
|
Options
|
|
|
Life (Years)
|
|
|
Price
|
|
|
(000s)
|
|
$1.44 - $2.81
|
|
|
3,150
|
|
|
|
1.22
|
|
|
$
|
1.61
|
|
|
$
|
103
|
|
|
|
3,150
|
|
|
|
1.22
|
|
|
$
|
1.61
|
|
|
$
|
103
|
|
$2.98 - $4.58
|
|
|
214,625
|
|
|
|
4.09
|
|
|
$
|
4.12
|
|
|
$
|
6,477
|
|
|
|
214,625
|
|
|
|
4.09
|
|
|
$
|
4.12
|
|
|
$
|
6,477
|
|
$10.53 - $16.89
|
|
|
125,625
|
|
|
|
5.69
|
|
|
$
|
16.89
|
|
|
$
|
2,187
|
|
|
|
106,275
|
|
|
|
5.69
|
|
|
$
|
16.89
|
|
|
$
|
1,850
|
|
$18.80 - $24.07
|
|
|
126,000
|
|
|
|
6.72
|
|
|
$
|
21.51
|
|
|
$
|
1,611
|
|
|
|
89,625
|
|
|
|
6.67
|
|
|
$
|
21.70
|
|
|
$
|
1,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
469,400
|
|
|
|
5.20
|
|
|
$
|
12.19
|
|
|
$
|
10,378
|
|
|
|
413,675
|
|
|
|
5.04
|
|
|
$
|
11.19
|
|
|
$
|
9,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information regarding Units outstanding at June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
Number of
|
|
|
Contractual
|
|
|
Grant
|
|
Range of Grant Prices
|
|
Units
|
|
|
Life (Years)
|
|
|
Fair Value
|
|
$21.46 $22.68
|
|
|
21,800
|
|
|
|
1.90
|
|
|
$
|
22.34
|
|
$38.60 $39.43
|
|
|
94,326
|
|
|
|
4.63
|
|
|
$
|
38.77
|
|
$42.28 $45.70
|
|
|
38,238
|
|
|
|
3.79
|
|
|
$
|
44.28
|
|
$52.47 $62.07
|
|
|
43,630
|
|
|
|
3.17
|
|
|
$
|
58.90
|
|
$66.35 $81.18
|
|
|
39,000
|
|
|
|
3.53
|
|
|
$
|
70.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
236,994
|
|
|
|
3.79
|
|
|
$
|
47.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
Acquisitions
In June 2008, the Company completed the purchase of certain assets and developed technology related
to proprietary technical ceramic bearings. These patented bearings are used for down hole oil
drilling and for coal bed methane pumps and steam assisted oil extraction pumps. The purchase price
was approximately $3.9 million in cash, which included $146,000 of transaction costs. In addition,
the Company will make future payments of (1) $250,000 upon the relocation of certain key employees;
(2) up to an additional $2.0 million if certain revenue milestones are achieved, and (3) a royalty of
three percent of net sales of these bearings for the life of the
acquired patents or approximately 17 years. The Company
considers this acquisition to be immaterial.
In accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, the acquisition has been accounted for under the purchase method of accounting. The
estimates of fair value of the assets acquired are preliminary pending completion of the valuation
of the acquired intangible assets. The following table summarizes the components of the purchase
price (in thousands):
|
|
|
|
|
Cash
|
|
$
|
3,750
|
|
Transaction costs
|
|
|
146
|
|
|
|
|
|
Total purchase price
|
|
$
|
3,896
|
|
|
|
|
|
Fair value of assets acquired:
|
|
|
|
|
Fixed assets
|
|
$
|
29
|
|
Developed technology
|
|
|
3,867
|
|
|
|
|
|
Total fair value of assets acquired
|
|
$
|
3,896
|
|
|
|
|
|
Subsequent Event
In July 2008, the Company entered into an agreement to acquire SemEquip, Inc. (SemEquip).
SemEquip is a leader in the development of cluster ion implantation sub-systems and advanced ion
source materials for the manufacture of logic and memory chips. SemEquips technologies enable the
utilization of cluster beam ion implantation for manufacturing advanced integrated circuits at low
cost and high throughput rates. Under the agreement, Ceradyne will pay approximately $25.0 million
in cash at closing, subject to adjustment based on the net adjusted tangible book value of SemEquip
as of the date of closing. Ceradyne will use a portion of its existing cash to make this payment.
In addition, Ceradyne will pay contingent consideration of up to $100.0 million in cash during the
15-year period following completion of the merger based upon revenues achieved
over that period by SemEquip. A portion of the closing date consideration and the contingent
consideration to be paid by Ceradyne relates to a pre-closing commitment by SemEquip to pay
incentive compensation to several of its employees and advisors. This incentive compensation will
not increase the total consideration Ceradyne will pay for the acquisition, but it will require
Ceradyne to record a pre-tax accounting charge estimated to be in the range of $9.0 million to
$11.0 million in the quarter during which the acquisition is completed.
8
4.
Review of Historical Stock Option Grant Procedures Share Based Compensation
In July 2006, the Company voluntarily initiated a review of its historical stock option grant
practices and related accounting treatment. The review was conducted by a Special Committee
comprised of three independent members of the Companys Board of Directors, with the assistance of
independent legal counsel and forensic accounting experts. The scope of the Special Committees
review included all stock options granted by the Company from January 1997 through September 2003.
The Special Committee has completed its review.
Until September 2003, stock option grants generally were approved by unanimous written consents
signed by the members of the Stock Option Committee of the Board of Directors. Throughout this
period, the Stock Option Committee consisted of the CEO and one other non-management Director. The
date specified as the grant date in each unanimous written consent was used (i) to determine the
exercise price of the options and (ii) as the accounting measurement date.
The review found that from January 1997 through September 2003, the date selected by management as
the grant date and accounting measurement date was the date specified in the unanimous written
consent, but that, in all but one case, the unanimous written consents were not prepared, approved
or executed by the Companys Stock Option Committee until a later date. There were a total of 23
grant dates from January 1997 through September 2003. The Companys CEO was responsible for
selecting the grant dates and followed a consistent practice of seeking low grant prices and he was
unaware of the accounting implications of the method he used. Therefore, the use of the date
specified in the unanimous written consent as the accounting measurement date was incorrect in all
but one case. The proper accounting measurement date was the date the unanimous written consent was
signed by the members of the Stock Option Committee.
Based upon information gathered during the review by independent legal counsel, the Special
Committee and the Board of Directors have concluded that, while the Company applied an option price
date selection practice that resulted in the use of incorrect accounting measurement dates for
options granted between January 1997 and September 2003, the accounting errors resulting from the
use of incorrect measurement dates were not the product of any deliberate or intentional misconduct
by the Company or its executives, staff or Board of Directors. However, as a result of using
revised measurement dates for options granted from January 1997 through September 2003, the Company
recorded a charge in the second quarter ended June 30, 2006 of $3.4 million ($2.3 million after
income taxes) pertaining to the years ended December 31, 1997 to 2005 and the six months ended
June 30, 2006 (the Stock-Based Charge). The Stock-Based Charge was included as a component of
general and administrative expenses in the consolidated statements of income as this is where the
affected individuals normal compensation costs are recorded. The Stock-Based Charge includes
non-cash compensation expense of $2.2 million ($1.4 million after income taxes) primarily related
to stock option grants made during the period from January 1997 through September 2003 that should
have been measured as compensation cost at the actual stock option grant dates, and subsequently
amortized to expense over the vesting period for each stock option grant. The Stock-Based Charge
also includes $1.2 million ($0.9 million after income taxes) of estimated additional employment and
other taxes that are expected to become payable.
From September 2003 to February 2005, all stock option grants have been approved at meetings held
by the Stock Option Committee, and, since February 2005, all stock option grants have been approved
at meetings held by the Compensation Committee of the Board of Directors. The dates of these
meetings have been used correctly as the accounting measurement date for all stock options granted
since September 2003.
Had this estimated Stock-Based Charge been reflected, as and when incurred, in the Companys
results of operations for prior years, the impact on net income for Ceradynes fiscal years ended
December 31 would have been a reduction of $21,000 in 1997, a reduction of $45,000 in 1998, a
reduction of $47,000 in 1999, a reduction of $104,000 in 2000, a reduction of $269,000 in 2001, a
reduction of $74,000 in 2002, a reduction of $347,000 in 2003, a reduction of $0.6 million in 2004,
and a reduction of $324,000 in 2005. As of June 30, 2008, the total remaining incremental
stock-based compensation charge related to these stock option grants that are expected to vest in
future periods with a revised accounting measurement date is immaterial. There was no impact on
revenue or net cash provided by operating activities as a result of the estimated compensation
charge.
The Company does not believe that a restatement of its prior-period financial statements is
required for the Stock-Based Charge. Based on the materiality guidelines contained in SEC Staff
Accounting Bulletin No. 99,
Materiality
(SAB 99), the Company believes that the Stock-Based
Charge is not material to any of the individual prior periods affected and the aggregate
Stock-Based Charge is not material to the results for the year ended December 31, 2006.
9
Prior to December 31, 2006, the current members of Ceradynes Board of Directors, all current
executive officers and all other employees of the Company amended all unexercised stock options
they held which had an exercise price that is less than the price of the Companys common stock on
the actual date of grant, by increasing the exercise price to an amount equal to the closing price
of the common stock as of the actual grant date. The Company has reimbursed and will continue to
reimburse all non-executive officer employees for the increase in the exercise price for the
modified options as they vest. Such reimbursement has not been and will not be material.
5.
Net Income Per Share
Basic net income per share is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding. Diluted net income per share is computed by
dividing income available to common stockholders by the weighted average number of common shares
outstanding plus the effect of any dilutive stock options and restricted stock units using the
treasury stock method and the net share settlement method for the convertible debt. During the
three and six month periods ended June 30, 2007, the average trading price of the Companys stock
exceeded the conversion price of the convertible debt. However, during the three and six month
periods ended June 30, 2008, the average trading price of the Companys stock did not exceed the
conversion price of the convertible debt. The potential common shares that would be contingently
issueable upon the conversion of the debt are included in the number of shares used in fully
diluted computations.
The following is a summary of the number of shares entering into the computation of net income per
common and potential common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Weighted average number of shares outstanding
|
|
|
26,285,484
|
|
|
|
27,236,784
|
|
|
|
26,717,733
|
|
|
|
27,193,551
|
|
Dilutive stock options
|
|
|
251,580
|
|
|
|
303,709
|
|
|
|
251,599
|
|
|
|
297,796
|
|
Dilutive restricted stock units
|
|
|
1,811
|
|
|
|
30,152
|
|
|
|
14,624
|
|
|
|
32,723
|
|
Dilutive contingent convertible debt common
shares
|
|
|
|
|
|
|
215,599
|
|
|
|
|
|
|
|
60,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares used in fully diluted computations
|
|
|
26,538,875
|
|
|
|
27,786,244
|
|
|
|
26,983,956
|
|
|
|
27,584,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
Composition of Certain Financial Statement Captions
The Company holds certain cash balances that are restricted as to use. The restricted cash is used
as collateral for the Companys partially self insured workers compensation policy.
Inventories are valued at the lower of cost (first in, first out) or market. Inventory costs
include the cost of material, labor and manufacturing overhead. The following is a summary of the
inventory components as of June 30, 2008 and December 31, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
December 31, 2007
|
|
Raw materials
|
|
$
|
16,563
|
|
|
$
|
22,772
|
|
Work-in-process
|
|
|
52,196
|
|
|
|
46,853
|
|
Finished goods
|
|
|
31,740
|
|
|
|
23,156
|
|
|
|
|
|
|
|
|
|
|
$
|
100,499
|
|
|
$
|
92,781
|
|
|
|
|
|
|
|
|
Property, plant and equipment is recorded at cost and consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
December 31, 2007
|
|
Land
|
|
$
|
18,900
|
|
|
$
|
15,086
|
|
Buildings and improvements
|
|
|
94,286
|
|
|
|
81,965
|
|
Machinery and equipment
|
|
|
200,595
|
|
|
|
179,727
|
|
Leasehold improvements
|
|
|
16,300
|
|
|
|
16,572
|
|
Office equipment
|
|
|
22,130
|
|
|
|
19,512
|
|
Construction in progress
|
|
|
17,976
|
|
|
|
16,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
370,187
|
|
|
|
329,742
|
|
Less accumulated depreciation and amortization
|
|
|
(102,547
|
)
|
|
|
(85,850
|
)
|
|
|
|
|
|
|
|
|
|
$
|
267,640
|
|
|
$
|
243,892
|
|
|
|
|
|
|
|
|
10
The components of intangible assets are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
December 31, 2007
|
|
|
|
Gross
|
|
|
Accumulated
|
|
|
Net
|
|
|
Gross
|
|
|
Accumulated
|
|
|
Net
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
Amortizing Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Backlog
|
|
$
|
1,795
|
|
|
$
|
1,795
|
|
|
$
|
|
|
|
$
|
1,795
|
|
|
$
|
1,795
|
|
|
$
|
|
|
Developed technology
|
|
|
16,151
|
|
|
|
2,373
|
|
|
|
13,778
|
|
|
|
11,617
|
|
|
|
1,666
|
|
|
|
9,951
|
|
Tradename
|
|
|
1,110
|
|
|
|
221
|
|
|
|
889
|
|
|
|
1,110
|
|
|
|
142
|
|
|
|
968
|
|
Customer relationships
|
|
|
25,230
|
|
|
|
3,308
|
|
|
|
21,922
|
|
|
|
25,230
|
|
|
|
947
|
|
|
|
24,283
|
|
Non-compete agreement
|
|
|
500
|
|
|
|
366
|
|
|
|
134
|
|
|
|
500
|
|
|
|
178
|
|
|
|
322
|
|
Non-amortizing tradename
|
|
|
2,054
|
|
|
|
|
|
|
|
2,054
|
|
|
|
2,054
|
|
|
|
|
|
|
|
2,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
46,840
|
|
|
$
|
8,063
|
|
|
$
|
38,777
|
|
|
$
|
42,306
|
|
|
$
|
4,728
|
|
|
$
|
37,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated useful lives for intangible assets are:
|
|
|
Identified Intangible Asset
|
|
Estimated Useful Life in Years or Months
|
Developed technology
|
|
10 years 12.5 years
|
Tradename
|
|
10 years
|
Customer relationships
|
|
10 years 12.5 years
|
Backlog
|
|
1 month 3 months
|
Non-compete agreement
|
|
15 months
|
Amortization
of definite-lived intangible assets will be approximately (in thousands): $6,319 in
fiscal year 2008, $5,467 in fiscal year 2009, $4,903 in fiscal year 2010, $4,396 in fiscal year
2011 and $3,549 in fiscal year 2012.
The roll forward of the goodwill balance by segment for the six months ended June 30, 2008 is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ceradyne
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boron
|
|
|
|
|
|
|
ACO
|
|
|
Semicon
|
|
|
Thermo
|
|
|
ESK
|
|
|
Canada
|
|
|
Products
|
|
|
Total
|
|
December 31, 2007
|
|
$
|
2,608
|
|
|
$
|
603
|
|
|
$
|
11,378
|
|
|
$
|
10,176
|
|
|
$
|
3,832
|
|
|
$
|
18,251
|
|
|
$
|
46,848
|
|
Foreign Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
797
|
|
|
|
|
|
|
|
|
|
|
|
797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
$
|
2,608
|
|
|
$
|
603
|
|
|
$
|
11,378
|
|
|
$
|
10,973
|
|
|
$
|
3,832
|
|
|
$
|
18,251
|
|
|
$
|
47,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
Stock Repurchases
During the six months ended June 30, 2008, the Company repurchased and retired 1,128,237 shares of
its common stock at an aggregate cost of $34.9 million under a stock repurchase program authorized
by the Companys Board of Directors. The Company is authorized to repurchase an additional $65.1
million for a total of $100.0 million.
8.
Fair Value Measurements
On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS 157). This
new standard addresses how companies should measure fair value when they are required to use a fair
value measure for recognition or disclosure purposes under generally accepted accounting
principles. In accordance with FASB Staff Position FAS 157-2, Effective Date of FASB Statement No.
157, the Company deferred the adoption of SFAS 157 for one year for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements
on a nonrecurring basis.
The carrying value of cash and cash equivalents, accounts receivable and trade payables
approximates the fair value due to their short-term maturities.
11
For recognition purposes, on a recurring basis, the Company measures available for sale short-term
and long-term investments at fair value. Short-term investments had an aggregate fair value of
$8.4 million at June 30, 2008 and $29.6 million at December 31, 2007. The fair value of these
investments is determined using quoted prices in active markets. Long-term investments had an
aggregate fair value of $35.0 million at June 30, 2008 and $38.1 million at December 31, 2007. The
fair value of these investments is determined using industry-developed models that consider various
assumptions including current market prices of the underlying securities, contractual terms of
underlying securities, economic and market conditions applicable to the underlying securities,
time value and volatility factors. Changes in the fair value of these investments have
historically been immaterial.
At June 30, 2008, the Company held one foreign currency forward contract with a fair value of
$273,000 based on quotes from the financial institutions.
SFAS 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 and 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
Assets measured at fair value on a recurring basis include the following as of June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at June 30, 2008
|
|
|
|
|
|
|
Using
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
in Active
|
|
|
Observable
|
|
|
Unobservable
|
|
|
Total Carrying
|
|
|
|
Markets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
Value at
|
|
(In thousands)
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
June 30, 2008
|
|
Cash and cash equivalents (including restricted cash)
|
|
$
|
197,667
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
197,667
|
|
Short term investments
|
|
|
8,390
|
|
|
|
|
|
|
|
|
|
|
|
8,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
273
|
|
|
|
|
|
|
|
|
|
|
|
273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term investments
|
|
$
|
|
|
|
$
|
35,041
|
|
|
$
|
|
|
|
$
|
35,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On a nonrecurring basis, the Company is required to use fair value measures when measuring plan
assets of the Companys pension plans. As the Company elected to adopt the measurement date
provisions of SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, as of January 1, 2007, the Company was required to determine the fair value
of the Companys pension plan assets as of December 31, 2007. The fair value of pension plan
assets was $8.9 million at December 31, 2007. These assets are valued in highly liquid markets.
Additionally, on a nonrecurring basis, the Company uses fair value measures when analyzing asset
impairment. Long-lived tangible assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If it is
determined such indicators are present and the review indicates that the assets will not be fully
recoverable, based on undiscounted estimated cash flows over the remaining amortization periods,
their carrying values are reduced to estimated fair value. Estimated fair value is determined
primarily using the anticipated cash flows discounted at a rate commensurate with the risk
involved. During the fourth quarter of each year, the Company evaluates goodwill and
indefinite-lived intangibles for impairment using the income approach. The income approach is a
valuation technique under which estimated future cash flows are discounted to their present value
to calculate fair value. When analyzing indefinite-lived intangibles for impairment, the Company
uses a relief from royalty method which calculates the cost savings associated with owning rather
than licensing the trade name, applying an assumed royalty rate within the Companys discounted
cash flow calculation.
For disclosure purposes, the Company is required to measure the fair value of outstanding debt on a
recurring basis. The fair value of outstanding debt is determined using quoted prices in active
markets. Long-term debt is reported at amortized cost in accordance with SFAS No. 107, Disclosure
about Fair Value of Financial Instruments. The fair value of long-term debt, based on quoted
market prices, was $111.1 million at June 30, 2008 and $128.7 million at December 31, 2007.
12
9.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, Business
Combinations
(SFAS 141R) which establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides
guidance for recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial statement to evaluate the
nature and financial effects of the business combination. SFAS 141R is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business
combinations the Company engages in will be recorded and disclosed following existing generally
accepted accounting principles (GAAP) until January 1, 2009. The Company does not expect
SFAS No. 141R to have a significant impact on its consolidated financial statements when effective,
but the nature and magnitude of the specific effects will depend upon the nature, terms and size of
the acquisitions the Company consummates after the effective date. The Company is evaluating the
impact of this standard and currently does not expect it to have a significant impact on its
financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51 (SFAS 160). SFAS 160 introduces significant changes in
the accounting and reporting for business acquisitions and noncontrolling interest (NCI) in a
subsidiary. SFAS 160 also changes the accounting for and reporting for the deconsolidation of a
subsidiary. Companies are required to adopt the new standard for fiscal years beginning after
January 1, 2009. The Company is evaluating the impact of this standard and currently does not
expect it to have a significant impact on its financial position, results of operations or cash
flows.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133 (SFAS 161), which changes the disclosure
requirements for derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under Statement 133 and its
related interpretations, and (c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. Companies are required to
adopt SFAS 161 for fiscal years beginning after November 15, 2008. The Company is currently
evaluating the impact of this standard and currently does not expect it to have a significant
impact on its financial position, results of operations or cash flows.
In May 2008, FASB Staff Position (FSP) No. APB 14-1, Accounting for Convertible Debt Instruments
That May be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP No. APB
14-1) was issued which specifies that issuers of such instruments should separately account for
the liability and equity components in a manner that will reflect the issuers nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FSP No. APB 14-1 is
effective for financial statements issued for fiscal years beginning after December 15, 2008.
Early adoption is not permitted. The Company is currently evaluating the impact of this standard
which will reduce reported earnings upon adoption.
In April 2008, FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP No.
FAS 142-3) was issued which provides for additional considerations to be used in determining useful lives and requires additional disclosure regarding renewals. FSP No. FAS 142-3
is effective for fiscal years beginning after December 15, 2008. Early adoption is not permitted.
The Company is currently evaluating the impact of this standard.
10.
Convertible Debt and Credit Facility
During December 2005, the Company issued $121.0 million of 2.875% senior subordinated convertible
notes (Notes) due December 15, 2035.
Interest on the Notes is payable on December 15 and June 15 of each year, commencing on June 15,
2006. The Notes are convertible into 17.1032 shares of Ceradynes common stock for each $1,000
principal amount of the Notes (which represents a conversion price of approximately $58.47 per
share), subject to adjustment. The Notes are convertible only under certain circumstances,
including if the price of the Companys common stock reaches specified thresholds, if the Notes are
called for redemption, if specified corporate transactions or fundamental changes occur, or during
the 10 trading days prior to maturity of the Notes. The Company may redeem the Notes at any time
after December 20, 2010, for a price equal to 100% of the principal amount plus accrued and unpaid
interest, including contingent interest (as described below), if any, up to but excluding the
redemption date.
With respect to each $1,000 principal amount of the Notes surrendered for conversion, the Company
will deliver the conversion value to holders as follows: (1) an amount in cash equal to the lesser
of (a) the aggregate conversion value of the Notes to be converted and (b) $1,000, and (2) if the
aggregate conversion value of the Notes to be converted is greater than $1,000, an amount in shares
or cash equal to such aggregate conversion value in excess of $1,000.
13
The Notes contain put options, which may require the Company to repurchase in cash all or a portion
of the Notes on December 15, 2012, December 15, 2015, December 15, 2020, December 15, 2025, and
December 15, 2030 at a repurchase price equal to 100% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest, including contingent interest (as described below),
if any, up to but excluding the repurchase date.
The Company is obligated to pay contingent interest to the holders of the Notes during any
six-month period from June 15 to December 14 and from December 15 to June 14, commencing with the
six-month period beginning December 20, 2010 and ending on June 14, 2011, if the average trading
price of the note for the five trading day period ending on the third trading day immediately
preceding the first day of the relevant contingent interest period equals $1,200 (120% of the
principal amount of a note) or more. The amount of contingent interest payable per note for any
relevant contingent interest period shall equal 0.25% per annum of the average trading price of a
note for the five trading day period ending on the third trading day immediately preceding the
first day of the relevant contingent interest period. This contingent interest payment feature
represents an embedded derivative. However, based on the de minimus value associated with this
feature, no value has been assigned at issuance and at June 30, 2008.
On or prior to the maturity date of the Notes, upon the occurrence of a fundamental change, under
certain circumstances, the Company will provide for a make whole amount by increasing, for the time
period described herein, the conversion rate by a number of additional shares for any conversion of
the Notes in connection with such fundamental change transactions. The amount of additional shares
will be determined based on the price paid per share of Ceradynes common stock in the transaction
constituting a fundamental change and the effective date of such transaction. This make whole
premium feature represents an embedded derivative. Since this feature has no measurable impact on
the fair value of the Notes and no separate trading market exists for this derivative, the value of
the embedded derivative was determined to be de minimus. Accordingly, no value has been assigned at
issuance or at June 30, 2008.
The Company utilizes a convertible bond pricing model and a probability weighted valuation model,
as applicable, to determine the fair values of the embedded derivatives noted above.
In December 2005, the Company established a new unsecured $10.0 million line of credit. As of June
30, 2008, there were no outstanding amounts on the line of credit. However, the available line of
credit at June 30, 2008 has been reduced by an outstanding letter of credit in the amount of $1.2
million. The interest rate on the credit line is based on the LIBOR rate for a period of one month,
plus a margin of one percent, which equaled 3.6% as of June 30, 2008.
Pursuant to the bank line of credit, the Company is subject to certain covenants, which include,
among other things, the maintenance of specified minimum amounts of tangible net worth and quick
assets to current liabilities ratio. At June 30, 2008, the Company was in compliance with these
covenants.
11.
Disclosure About Segments of an Enterprise and Related Information
The Company serves its markets and manages its business through six operating segments, each of
which has its own manufacturing facilities and administrative and selling functions. The Companys
Advanced Ceramic Operations, located in Costa Mesa and Irvine, California, Lexington, Kentucky and
Wixom, Michigan primarily produces armor, orthodontic products, diesel engine parts, components for
semiconductor equipment, and houses the Companys SRBSN research and development activities. The
Companys cathode development and production are handled through its Semicon Associates division
located in Lexington, Kentucky. Fused silica products, including missile radomes and crucibles for
photovoltaic solar cell applications are produced at the Companys Thermo Materials division
located in Scottdale and Clarkston, Georgia. The Companys manufacturing facility in Tianjin, China
produces fused silica crucibles, and is part of the Thermo Materials operating segment. Minco,
Inc., which Ceradyne acquired on July 10, 2007, also is included in the Thermo Materials operating
segment. Minco manufactures fused silica, which is a primary raw material used in products
manufactured by our Thermo Materials division. The Companys ESK Ceramics subsidiary is located in
Kempten, Germany and Bazet, France. This subsidiary produces ceramic powders, including boron
carbide powder for ceramic body armor, evaporation boats for metallization, functional and
frictional coatings utilized in the automotive and textile industries, high performance pump seals,
fluid handling, refractory products and ceramic powders used in cosmetics. The Companys Ceradyne
Canada subsidiary acquired certain assets in June 2006, including a building, equipment and
technology, related to the production of structural neutron absorbing materials for use in the
storage of spent nuclear rods. The building and operations of Ceradyne Canada are located in
Chicoutimi, Quebec, Canada. The Company added a sixth operating segment in August 2007, when it
acquired EaglePicher Boron, LLC. The Company has changed the name of this subsidiary to Boron
Products, LLC and does business as Ceradyne Boron Products. Boron Products owns certain assets,
including approximately 155 acres and several buildings, equipment and technology, related to the
production of the boron isotope
10
B. This isotope is a strong neutron absorber and is
used for both nuclear waste containment and nuclear power plant neutron radiation control. Boron
Products also produces complementary chemical isotopes used in the normal operation and control of
nuclear power plants.
14
Ceradynes six segment facilities and products are summarized in the following table:
|
|
|
|
|
|
|
Operating Segment and Facility Location
|
|
Products
|
|
|
|
|
|
|
|
Ceradyne Advanced Ceramic Operations
|
|
Defense Applications:
|
|
|
|
|
|
|
Lightweight ceramic armor
|
|
|
|
|
|
|
|
Costa Mesa and Irvine, California
(1)
|
|
Industrial Applications:
|
Approximately 240,000 square feet
|
|
|
|
|
|
Ceralloy
®
147 SRBSN wear parts
|
|
|
|
|
|
|
Precision ceramics
|
|
|
|
|
|
|
|
Lexington, Kentucky
(2)
|
|
Automotive/Diesel Applications:
|
Approximately 115,000 square feet
|
|
|
|
|
|
Ceralloy
®
147 SRBSN automotive/diesel engine parts
|
|
|
|
|
|
|
|
Wixom, Michigan
(3)
|
|
Commercial Applications:
|
Approximately 29,000 square feet
|
|
|
|
|
|
Clarity
®
ceramic orthodontic brackets
|
|
|
|
|
|
|
Components for medical devices
|
|
|
|
|
|
|
|
ESK Ceramics
|
|
Defense Applications:
|
|
|
|
|
|
|
Boron carbide powders for body armor
|
Kempten, Germany
(4)
|
|
|
Approximately 548,000 square feet
|
|
Industrial Applications:
|
Bazet, France
(5)
Approximately 88,000 square feet
|
|
|
|
|
|
Ceramic powders: boron carbide,
boron nitride, titanium diboride, calcium hexaboride and zirconium diboride
|
|
|
|
|
|
|
Silicon carbide parts
|
|
|
|
|
|
|
Evaporation boats for the packaging industry
|
|
|
|
|
|
|
High performance pump seals
|
|
|
|
|
|
|
|
|
|
Automotive/Diesel Applications:
|
|
|
|
|
|
|
EKagrip
®
functional and frictional coatings
|
|
|
|
|
|
|
|
|
|
Commercial Applications:
|
|
|
|
|
|
|
BORONEIGE
®
boron nitride powder for cosmetics
|
|
|
|
|
|
|
|
Ceradyne Semicon Associates
|
|
Industrial Applications:
|
Lexington, Kentucky
(6)
|
|
|
|
|
|
Ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray tubes
|
Approximately 35,000 square feet
|
|
|
|
|
|
Samarium cobalt magnets
|
|
|
|
|
|
|
|
Ceradyne Thermo Materials
|
|
Defense Applications:
|
|
|
|
|
|
|
Missile radomes (nose cones)
|
Scottdale and Clarkston, Georgia
(7)
Approximately 225,000 square feet
|
|
|
|
|
|
High purity fused silica used to manufacture missile radomes (nose cones)
|
|
|
|
|
|
|
|
Tianjin, China
(8)
|
|
Industrial Applications:
|
Approximately 98,000 square feet
|
|
|
|
|
|
Glass tempering rolls
|
|
|
|
|
|
|
Metallurgical tooling
|
Midway, Tennessee
(9)
|
|
|
|
|
|
Castable and other fused silica products
|
Approximately 105,000 square feet
|
|
|
|
|
|
Crucibles for photovoltaic solar cell applications
|
|
|
|
|
|
|
Turbine components used in aerospace applications
|
|
|
|
|
|
|
|
Ceradyne Canada
|
|
Industrial Applications:
|
|
|
|
|
|
|
Boral
®
structural neutron absorbing materials
|
Chicoutimi, Quebec, Canada
(10)
|
|
|
|
|
|
Metal matrix composite structures
|
Approximately 86,000 square feet
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
Operating Segment and Facility Location
|
|
Products
|
|
|
|
|
|
|
|
Ceradyne Boron Products
|
|
Industrial Applications:
|
|
|
|
|
Nuclear Applications:
|
Quapaw, Oklahoma
(11)
Approximately 128,000 square feet
|
|
|
|
|
|
Nuclear chemistry products for use in pressurized water reactors and boiling water reactors
|
|
|
|
|
|
|
Radioactive containment for use in spent fuel transport and storage
|
|
|
|
|
|
|
Burnable poisons for coating of uranium fuel pellets
|
|
|
|
|
Semiconductor Applications:
|
|
|
|
|
|
|
P-dopants for silicon manufacturing
|
|
|
|
|
|
|
P-dopants for ion implanting of silicon wafers
|
|
|
|
(1)
|
|
We have leases on our facilities in Costa Mesa, California, aggregating approximately 99,000
square feet, all of which expire in October 2010. We own our 40,000 square foot facility in
Irvine, California. In Irvine, California, we occupy a 24,000 square foot facility under a lease that expires
in April 2009 and a 76,000 square foot facility under a lease that expires in April 2011.
|
|
(2)
|
|
We own our facility in Lexington, Kentucky.
|
|
(3)
|
|
We have a lease on our Wixom, Michigan facility which expires in April 2010.
|
|
(4)
|
|
We own our facility in Kempten, Germany, as well as the 22-acre property on which our
facility is located.
|
|
(5)
|
|
We own our facility in Bazet, France, as well as the four-acre property on which our facility
is located.
|
|
(6)
|
|
We own our facility in Lexington, Kentucky, as well as the five-acre property on which our
facility is located.
|
|
(7)
|
|
We own an 85,000 square foot facility in Scottdale, Georgia, as well as the five-acre
property on which our facility is located. We have a lease on our 140,000 square foot facility
in Clarkson, Georgia which expires in June 2013.
|
|
(8)
|
|
We own our facility in Tianjin, China, as well as the four-acre property on which our
facility is located.
|
|
(9)
|
|
We own our facility in Midway, Tennessee as well as the 40-acre property on which our
facility is located.
|
|
(10)
|
|
We own our facility in Chicoutimi, Quebec, Canada, as well as the seven-acre property on
which our facility is located.
|
|
(11)
|
|
We own our facility in Quapaw, Oklahoma as well as the 155-acre property on which our
facility is located.
|
16
The financial information for all segments is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Revenue from External Customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
$
|
119,336
|
|
|
$
|
149,297
|
|
|
$
|
249,323
|
|
|
$
|
301,188
|
|
ESK Ceramics
|
|
|
45,653
|
|
|
|
41,262
|
|
|
|
84,929
|
|
|
|
82,454
|
|
Semicon Associates
|
|
|
2,076
|
|
|
|
2,232
|
|
|
|
4,345
|
|
|
|
4,381
|
|
Thermo Materials
|
|
|
21,729
|
|
|
|
4,063
|
|
|
|
39,032
|
|
|
|
8,284
|
|
Ceradyne Canada
|
|
|
2,246
|
|
|
|
1,042
|
|
|
|
4,808
|
|
|
|
1,783
|
|
Ceradyne Boron Products
|
|
|
5,208
|
|
|
|
|
|
|
|
10,240
|
|
|
|
|
|
Inter-segment elimination
|
|
|
(11,273
|
)
|
|
|
(12,537
|
)
|
|
|
(19,165
|
)
|
|
|
(24,288
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
184,975
|
|
|
$
|
185,359
|
|
|
$
|
373,512
|
|
|
$
|
373,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
$
|
2,504
|
|
|
$
|
2,326
|
|
|
$
|
4,991
|
|
|
$
|
4,577
|
|
ESK Ceramics
|
|
|
3,456
|
|
|
|
2,536
|
|
|
|
6,505
|
|
|
|
4,963
|
|
Semicon Associates
|
|
|
86
|
|
|
|
78
|
|
|
|
175
|
|
|
|
169
|
|
Thermo Materials
|
|
|
1,308
|
|
|
|
340
|
|
|
|
2,586
|
|
|
|
645
|
|
Ceradyne Canada
|
|
|
250
|
|
|
|
172
|
|
|
|
493
|
|
|
|
352
|
|
Ceradyne Boron Products
|
|
|
1,658
|
|
|
|
|
|
|
|
3,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
9,262
|
|
|
$
|
5,452
|
|
|
$
|
18,063
|
|
|
$
|
10,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Income (Loss) before Provision for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
$
|
42,551
|
|
|
$
|
57,750
|
|
|
$
|
86,198
|
|
|
$
|
113,279
|
|
ESK Ceramics
|
|
|
2,755
|
|
|
|
4,078
|
|
|
|
5,381
|
|
|
|
8,343
|
|
Semicon Associates
|
|
|
256
|
|
|
|
357
|
|
|
|
738
|
|
|
|
499
|
|
Thermo Materials
|
|
|
5,932
|
|
|
|
176
|
|
|
|
9,018
|
|
|
|
522
|
|
Ceradyne Canada
|
|
|
40
|
|
|
|
(1,245
|
)
|
|
|
706
|
|
|
|
(2,088
|
)
|
Ceradyne Boron Products
|
|
|
(151
|
)
|
|
|
|
|
|
|
333
|
|
|
|
|
|
Inter-segment elimination
|
|
|
745
|
|
|
|
(1,359
|
)
|
|
|
1,366
|
|
|
|
(1,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
52,128
|
|
|
$
|
59,757
|
|
|
$
|
103,740
|
|
|
$
|
119,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
$
|
405,175
|
|
|
$
|
457,528
|
|
|
$
|
405,175
|
|
|
$
|
457,528
|
|
ESK Ceramics
|
|
|
243,720
|
|
|
|
187,362
|
|
|
|
243,720
|
|
|
|
187,362
|
|
Semicon Associates
|
|
|
6,013
|
|
|
|
5,958
|
|
|
|
6,013
|
|
|
|
5,958
|
|
Thermo Materials
|
|
|
84,135
|
|
|
|
23,950
|
|
|
|
84,135
|
|
|
|
23,950
|
|
Ceradyne Canada
|
|
|
22,413
|
|
|
|
19,466
|
|
|
|
22,413
|
|
|
|
19,466
|
|
Ceradyne Boron Products
|
|
|
69,740
|
|
|
|
|
|
|
|
69,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
831,196
|
|
|
$
|
694,264
|
|
|
$
|
831,196
|
|
|
$
|
694,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for Property, Plant & Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
$
|
1,970
|
|
|
$
|
2,708
|
|
|
$
|
2,467
|
|
|
$
|
4,587
|
|
ESK Ceramics
|
|
|
3,801
|
|
|
|
2,904
|
|
|
|
15,423
|
|
|
|
5,047
|
|
Semicon Associates
|
|
|
33
|
|
|
|
127
|
|
|
|
117
|
|
|
|
178
|
|
Thermo Materials
|
|
|
3,469
|
|
|
|
2,142
|
|
|
|
7,851
|
|
|
|
5,103
|
|
Ceradyne Canada
|
|
|
550
|
|
|
|
474
|
|
|
|
1,486
|
|
|
|
588
|
|
Ceradyne Boron Products
|
|
|
157
|
|
|
|
|
|
|
|
264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
9,980
|
|
|
$
|
8,355
|
|
|
$
|
27,608
|
|
|
$
|
15,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Percentage of U.S. net sales from external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
|
61
|
%
|
|
|
79
|
%
|
|
|
63
|
%
|
|
|
79
|
%
|
ESK Ceramics
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
2
|
%
|
Semicon Associates
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
Thermo Materials
|
|
|
4
|
%
|
|
|
2
|
%
|
|
|
4
|
%
|
|
|
2
|
%
|
Ceradyne Canada
|
|
|
1
|
%
|
|
|
0
|
%
|
|
|
1
|
%
|
|
|
0
|
%
|
Ceradyne Boron Products
|
|
|
2
|
%
|
|
|
0
|
%
|
|
|
2
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total percentage of U.S. net sales from external customers
|
|
|
71
|
%
|
|
|
84
|
%
|
|
|
73
|
%
|
|
|
84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of foreign net sales from external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
|
3
|
%
|
|
|
2
|
%
|
|
|
3
|
%
|
|
|
2
|
%
|
ESK Ceramics
|
|
|
18
|
%
|
|
|
13
|
%
|
|
|
17
|
%
|
|
|
13
|
%
|
Semicon Associates
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Thermo Materials
|
|
|
7
|
%
|
|
|
1
|
%
|
|
|
6
|
%
|
|
|
1
|
%
|
Ceradyne Canada
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Ceradyne Boron Products
|
|
|
1
|
%
|
|
|
0
|
%
|
|
|
1
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total percentage of foreign net sales from external customers
|
|
|
29
|
%
|
|
|
16
|
%
|
|
|
27
|
%
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of total net sales from external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACO
|
|
|
64
|
%
|
|
|
81
|
%
|
|
|
66
|
%
|
|
|
81
|
%
|
ESK Ceramics
|
|
|
20
|
%
|
|
|
15
|
%
|
|
|
19
|
%
|
|
|
15
|
%
|
Semicon Associates
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
Thermo Materials
|
|
|
11
|
%
|
|
|
3
|
%
|
|
|
10
|
%
|
|
|
3
|
%
|
Ceradyne Canada
|
|
|
1
|
%
|
|
|
0
|
%
|
|
|
1
|
%
|
|
|
0
|
%
|
Ceradyne Boron Products
|
|
|
3
|
%
|
|
|
0
|
%
|
|
|
3
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total percentage of total net sales from external customers
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is revenue by product line for ACO (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Armor
|
|
$
|
108,653
|
|
|
$
|
140,799
|
|
|
$
|
228,489
|
|
|
$
|
285,116
|
|
Automotive
|
|
|
4,448
|
|
|
|
2,246
|
|
|
|
8,469
|
|
|
|
4,263
|
|
Orthodontics
|
|
|
3,255
|
|
|
|
2,705
|
|
|
|
5,988
|
|
|
|
5,495
|
|
Industrial
|
|
|
2,980
|
|
|
|
3,547
|
|
|
|
6,377
|
|
|
|
6,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
119,336
|
|
|
$
|
149,297
|
|
|
$
|
249,323
|
|
|
$
|
301,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
Pension and Other Post-retirement Benefit Plans
The Company provides pension benefits to its employees in Germany. These pension benefits are
rendered for the time after the retirement of the employees by payments into legally independent
pension and relief facilities. They are generally based on length of service, wage level and
position in the company. The direct and indirect obligations comprise obligations for pensions that
are already paid currently and expectations for those pensions payable in the future. The Company
has four separate plans in Germany: a) Pensionskasse Old; b) Pensionskasse New; c) Additional
Compensation Plan; and d) Deferred Compensation Plan. For financial accounting purposes, the
Additional and Deferred Compensation Plans are accounted for as single-employer defined benefit
plans, Pensionskasse Old is a multiemployer defined benefit plan and the Pensionskasse New is a
defined contribution plan. The Company also provides pension benefits to its employees of Ceradyne
Boron Products located in Quapaw, Oklahoma. There are two defined benefit retirement plans, one
for eligible salaried employees and one for hourly employees. The benefits for the salaried
employee plan are based on years of credited service and compensation. The benefits for the hourly
employee plan are based on stated amounts per year of service.
18
Components of net periodic benefit costs under these plans were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Service cost
|
|
$
|
144
|
|
|
$
|
114
|
|
|
$
|
283
|
|
|
$
|
225
|
|
Interest cost
|
|
|
258
|
|
|
|
98
|
|
|
|
511
|
|
|
|
194
|
|
Expected return on plan assets
|
|
|
(174
|
)
|
|
|
|
|
|
|
(348
|
)
|
|
|
|
|
Amortization of unrecognized gain
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
228
|
|
|
$
|
227
|
|
|
$
|
446
|
|
|
$
|
448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.
Financial Instruments
The Company enters into foreign exchange forward contracts to reduce earnings and cash flow
volatility associated with foreign exchange rate changes to allow management to focus its attention
on its core business operations. Accordingly, the Company enters into contracts which change in
value as foreign exchange rates change to economically offset the effect of changes in value of
foreign currency assets and liabilities, commitments and anticipated foreign currency denominated
sales and operating expenses. The Company enters into foreign exchange forward contracts in amounts
between minimum and maximum anticipated foreign exchange exposures, generally for periods not to
exceed one year. These derivative instruments are not designated as accounting hedges.
The Company measures the financial statements of its foreign subsidiaries using the local currency
as the functional currency. Assets and liabilities of these subsidiaries are translated at the
exchange rate on the balance sheet date. Revenues, costs and expenses are translated at the rates
of exchange prevailing during the year. Translation adjustments resulting from this process are
included in stockholders equity. Gains and losses from foreign currency transactions are included
in other income, miscellaneous.
14.
Income Taxes
The Company has adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
(FIN 48), effective January 1, 2007. The adoption of FIN 48 resulted in no change to the reserve
for unrecognized tax benefits (UTBs) that existed under FASB No. 5 at December 31, 2006. As such,
there is no change recorded to retained earnings as a result of the adoption. It is the Companys
policy to classify accrued interest and penalties as part of the accrued FIN 48 liability and
record the expense in the provision for income taxes.
Components of the required reserve at June 30, 2008 and December 31, 2007 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
December 31, 2007
|
|
Federal, state and foreign UTBs
|
|
$
|
4,665
|
|
|
$
|
4,556
|
|
Interest
|
|
|
1,271
|
|
|
|
679
|
|
Federal/State Benefit of Interest
|
|
|
(474
|
)
|
|
|
(250
|
)
|
|
|
|
|
|
|
|
Total reserve for UTBs
|
|
$
|
5,462
|
|
|
$
|
4,985
|
|
|
|
|
|
|
|
|
In accordance with the provisions of FIN 48, this reserve is included in other long term
liabilities.
It is anticipated that any change in the above UTBs will impact the effective tax rate. For UTBs
that exist at June 30, 2008, the Company anticipates there will be a reduction of approximately
$0.5 million in the next twelve months. At June 30, 2008, the 2003 through 2007 years are open and
subject to potential examination in one or more jurisdictions. The Company is currently under
federal, state and foreign income tax examinations for the tax years 2003 through 2005.
Income taxes are determined using an annual effective tax rate, which generally differs from the
United States federal statutory rate, primarily because of state taxes and research and development
tax credits. The Company recognizes deferred tax assets and liabilities for temporary differences
between the financial reporting basis and the tax basis of the Companys assets and liabilities,
along with net operating loss and credit carryforwards.
19
15.
Commitments and Contingencies
The Company leases certain of its manufacturing facilities under noncancelable operating leases
expiring at various dates through June 2013. The Company incurred rental expense under these leases
of $1.4 million each for the six months ended
June 30, 2008 and 2007. The approximate minimum rental commitments required under existing
noncancelable leases as of June 30, 2008 are as follows (in thousands):
|
|
|
|
|
2008
|
|
$
|
1,516
|
|
2009
|
|
|
2,850
|
|
2010
|
|
|
2,523
|
|
2011
|
|
|
668
|
|
2012
|
|
|
293
|
|
Thereafter
|
|
|
99
|
|
|
|
|
|
|
|
$
|
7,949
|
|
|
|
|
|
In August, September and December 2006, shareholder derivative lawsuits were filed in the
California Superior Court for Orange County, purportedly on behalf of Ceradyne against various
current and former officers and directors of the Company relating to alleged backdating of stock
options. Each state court complaint alleged claims for breach of fiduciary duty, abuse of control,
gross mismanagement, waste of corporate assets, unjust enrichment, accounting, rescission,
constructive trust, and violations of California Corporations Code. All state court actions have
been consolidated into one case, designated, In re Ceradyne, Inc. Derivative Litigation, Orange
County Superior Court, Case No. 06-CC-00156.
In September and December 2006, shareholder derivative lawsuits were filed in the United States
District Court for the Central District of California, purportedly on behalf of Ceradyne against
various current and former officers and directors of the Company relating to alleged backdating of
stock options. All federal court actions have been consolidated into one case, designated, In re
Ceradyne, Inc. Derivative Litigation, Master File No. SA CV 06-919 JVS. The consolidated federal
action alleges, pursuant to a first amended consolidated complaint filed on September 17, 2007,
claims for violations of Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder,
violations of Section 14(a) of the Securities Exchange Act, violations of Section 20(a) of the
Securities Exchange Act, insider selling under the California Corporations Code, as well as common
law claims for accounting, breach of fiduciary duty, aiding and abetting breaches of fiduciary
duty, unjust enrichment, rescission and waste.
The plaintiffs in both the state and federal actions seek to require the individual defendants to
rescind stock options they received which have an exercise price below the closing price of the
Companys common stock on the date of grant, to disgorge the proceeds of options exercised, to
reimburse the Company for damages of an unspecified amount, and also seek certain equitable relief,
attorneys fees and costs.
On October 26, 2007, the Company and the individual defendants filed motions to dismiss the first
amended consolidated complaint in the federal action. In December 2007, plaintiffs filed a second
amended consolidated complaint. The Company and the individual defendants have entered into a
stipulation providing that motions to dismiss the second amended consolidated complaint will be
filed by July 31, 2008 and that the hearing on the motions will be held on September 29, 2008. The
plaintiffs in the state court action have agreed to voluntarily stay the state court, pending the
federal courts rulings on the motions to dismiss.
In summary, there are currently two shareholder derivative actions pending which contain
substantially similar allegations. The cases filed in the Orange County Superior Court have been
consolidated into one case, designated, In re Ceradyne, Inc. Derivative Litigation, Orange County
Superior Court, Case No. 06-CC-00156. The cases filed in the United States District Court for the
Central District of California have all been consolidated into one case, designated, In re
Ceradyne, Inc. Derivative Litigation, Master File No. SA CV 06-919 JVS.
Settlement discussions have been actively pursued in both the state and federal actions; however,
no agreements have been reached to date. The impact of the outcome of these lawsuits is
undeterminable at this time.
20
A class action lawsuit was filed on March 23, 2007, in the California Superior Court for Orange
County, in which it is asserted that the representative plaintiff, a former Ceradyne employee, and
the putative class members, were not paid overtime at an appropriate overtime rate. The complaint
alleges that the purportedly affected employees should have had their regular rate of pay, for
purposes of calculating overtime, adjusted to reflect the payment of a bonus to them for the four
years preceding the filing of the complaint. The complaint further alleges that a waiting time
penalty should be assessed for the failure to timely pay the correct overtime
payment. Ceradyne has filed an answer denying the material allegations of the complaint. A third
party administrator completed the mailing and processing of the opt-out procedure and has
provided the employee contact information for employees that did not opt-out. The court has ordered
that the motion for class certification
must be filed by August 11, 2008 (it was originally set for July 8, 2008, but Plaintiffs counsel
sought and received an extension). We believe that the lawsuit is without merit on the basis
that our bonus policy is discretionary and is not of the type that is subject to inclusion in the
regular hourly rate for purposes of calculating overtime, and we intend to vigorously defend this
action. We also believe that the putative class members are not similarly situated and, therefore,
this case should not proceed as a class action. Discovery is being conducted and within 90 days of
Plaintiff filing his motion for class certification, Ceradyne will file its opposition to such
motion.
16.
Comprehensive Income
Comprehensive income encompasses all changes in equity other than those arising from transactions
with stockholders, and consists of net income, currency translation adjustments, pension
adjustments and unrealized net gains and losses on investments classified as available-for-sale.
Comprehensive income is net income adjusted for changes in unrealized gains and losses on
marketable securities and foreign currency translation.
Comprehensive income was (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Net income
|
|
$
|
33,196
|
|
|
$
|
38,303
|
|
|
$
|
66,098
|
|
|
$
|
76,392
|
|
Foreign currency translation
|
|
|
(449
|
)
|
|
|
1,925
|
|
|
|
16,623
|
|
|
|
4,330
|
|
Unrealized gain (loss) on investments
|
|
|
(50
|
)
|
|
|
(1
|
)
|
|
|
(1,493
|
)
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
32,697
|
|
|
$
|
40,227
|
|
|
$
|
81,228
|
|
|
$
|
80,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Preliminary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements which may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities and Exchange Act of 1934. One generally can identify forward-looking statements by the
use of forward-looking terminology such as believes, may, will, expects, intends,
estimates, anticipates, plans, seeks, or continues, or the negative thereof, or
variations thereon, or similar terminology. Forward-looking statements regarding future events and
the future performance of the Company involve risks and uncertainties that could cause actual
results to differ materially. Reference is made to the risks and uncertainties which are described
in this report in Note 15 Commitments and Contingencies of the Condensed Notes to Consolidated
Financial Statements, in this Item 2 Managements Discussion and Analysis of Financial Condition
and Results of Operations, and in Part II, Item 1A under the caption Risk Factors. Reference is
also made to the risks and uncertainties described in the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission, in
Item 1A under the caption Risk Factors, and in Item 7 under the caption Managements Discussion
and Analysis of Financial Condition and Results of Operations.
Overview
We develop, manufacture and market advanced technical ceramic products, ceramic powders and
components for defense, industrial, automotive/diesel and commercial applications. Our products
include:
|
|
|
lightweight ceramic armor for soldiers and other military applications;
|
|
|
|
|
ceramic industrial components for erosion and corrosion resistant applications;
|
|
|
|
|
ceramic powders, including boron carbide, boron nitride, titanium diboride, calcium
hexaboride, and zirconium diboride, which are used in manufacturing armor and a broad
range of industrial products; and BORONEIGE
®
boron nitride powder for cosmetic products;
|
|
|
|
|
evaporation boats for metallization of materials for food packaging and other
products;
|
|
|
|
|
durable, reduced friction, ceramic diesel engine components;
|
|
|
|
|
functional and frictional coatings primarily for automotive applications;
|
|
|
|
|
translucent ceramic orthodontic brackets;
|
|
|
|
|
ceramic-impregnated dispenser cathodes for microwave tubes, lasers and cathode ray
tubes;
|
|
|
|
|
ceramic crucibles for melting silicon in the photovoltaic solar cell manufacturing
process;
|
|
|
|
|
ceramic missile radomes (nose cones) for the defense industry;
|
|
|
|
|
fused silica powders for industrial applications and ceramic crucibles;
|
|
|
|
|
neutron absorbing materials, structural and non-structural, in combination with
aluminum metal matrix composites that serve as part of a barrier system for spent fuel wet
and dry storage in the nuclear industry, and non-structural neutron absorbing materials
for use in the transport of nuclear fresh fuel rods;
|
|
|
|
|
nuclear chemistry products for use in pressurized water reactors and boiling water
reactors;
|
|
|
|
|
boron dopant chemicals for semiconductor silicon manufacturing and for ion implanting of
silicon wafers; and
|
|
|
|
|
technical ceramic bearings for down hole oil drilling and for coal bed methane
pumps and steam assisted oil extraction pumps.
|
Our customers include the U.S. government, prime government contractors and large industrial,
automotive, diesel and commercial manufacturers in both domestic and international markets.
22
We categorize our products into four market applications. The table below shows the percentage
contribution to our total sales of each market application in the different time periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Defense
|
|
|
60.1
|
%
|
|
|
77.3
|
%
|
|
|
62.6
|
%
|
|
|
77.3
|
%
|
Industrial
|
|
|
31.8
|
|
|
|
17.1
|
|
|
|
29.7
|
|
|
|
17.1
|
|
Automotive/Diesel
|
|
|
6.0
|
|
|
|
3.9
|
|
|
|
5.7
|
|
|
|
3.8
|
|
Commercial
|
|
|
2.1
|
|
|
|
1.7
|
|
|
|
2.0
|
|
|
|
1.8
|
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
The principal factors contributing to our
growth in sales from 2001 through 2007 were increased demand by the U.S. military for ceramic body armor
that protects soldiers and our acquisitions of ESK Ceramics in August 2004, Minco, Inc. in July 2007 and
Eagle Picher Boron, LLC in August 2007, which was renamed Ceradyne Boron Products. However, year-over-year
sales of body armor declined in each of the first two quarters of 2008, and are expected to remain below the
prior year level in each of the remaining quarters of 2008. Our sales of body armor, as well as other armor
components for defense applications, declined by $61.4 million in the first six months of 2008 compared to
the same period of 2007. This decline in defense product revenues was substantially offset, however, by
revenues contributed by our two acquisitions completed in the third quarter of 2007 and by internal growth in
sales of ceramic crucibles used for melting silicon in the manufacture of photovoltaic solar cells. The
combined sales contributed by Minco and Boron Products in the first six months of 2008 were $25.3 million,
and sales of ceramic crucibles, including crucibles manufactured in our new factory in Tianjin, China,
increased by $14.9 million in the first six months of 2008
compared to 2007. The results of the first six months of 2008 reflect
our strategy of expanding our business through internal growth and
strategic acquisitions.
Military conflicts in Iraq and Afghanistan, as well as an increasingly unstable geopolitical
climate and the heightened risk of international conflicts, have resulted in increased shipments of
our ceramic body armor in each of the years from 2001 through 2007. We were awarded an Indefinite Delivery/Indefinite
Quantity contract by the U.S. Army in August 2004 with an adjusted maximum value of $747.5 million
from an original estimated contract value of $461.0 million. Through June 2008, we received sixteen
delivery orders equaling the contract amount. We expect to complete the delivery of this adjusted
contract amount during 2008. We have also received a number of other orders for ceramic body armor,
not covered by the Indefinite Delivery/Indefinite Quantity contract, from the Army and other
branches of the U.S. military. In January 2006, we received our first production order for ESBI, or
side plates, which are designed to protect the side areas of a soldiers torso when used in
conjunction with our Enhanced Small Arms Protective Inserts, ESAPI, ceramic body armor plates. This
delivery order, which totaled $70.0 million, was issued to us by the U.S. Army. In June 2006, we
were awarded an Indefinite Delivery/Indefinite Quantity contract by the U.S. Army with a maximum
value of $611.7 million for ESBI plates. Through June 2008, nine delivery orders totaling
approximately $442.4 million have been issued to us under this contract. Based on our current
backlog and anticipated orders for ceramic body armor, we expect our shipments of ceramic body
armor to be lower in fiscal year 2008 than in 2007. Moreover, government contracts typically may be
cancelled by the government at any time without penalty. For the next several quarters, and perhaps
longer, demand for ceramic body armor is likely to be the most significant factor affecting our
sales.
In response to a solicitation notice from the U.S. military regarding the next ballistic threat
generation of body armor, called XSAPI, we submitted our quotation and prototype armor plates for this procurement in February 2008.
We were notified in July 2008 that our prototype armor plates met the test requirements. However, we cannot be certain when
the military will make awards under this procurement, or whether or to what extent we will be one of the successful bidders.
This procurement, like most government procurements for ceramic body armor, will be awarded in an open
competitive bidding process.
Although we believe that demand for ceramic body armor will continue for many years, the quantity
and timing of government orders depends on a number of factors outside of our control, such as the
amount of U.S. defense budget appropriations and the level of international conflicts. Moreover,
ceramic armor contracts generally are awarded in an open competitive bidding process. Therefore,
our future level of sales of ceramic body armor will depend on our ability to successfully compete
for and retain this business.
23
In July 2007, we entered into an agreement with Ideal Innovations, Inc. and Oshkosh Truck
Corporation to further develop, produce and market an armored military vehicle we call the
Bull
. The Bull
armored vehicle is designed to meet the increasing need for
protection from improvised explosive devices, known as IEDs, mine blasts and high-threat,
explosively formed projectiles, known as EFPs, and is built on a combat-proven Oshkosh Truck
chassis. The Bull
armored solution, conceived by Ideal Innovations in 2005 and
developed with Ceradyne in 2006, has been tested by the Army Test Center, Aberdeen, Maryland, and
demonstrated to be capable of protecting vehicle occupants against IED, EFP and mine blast threats.
In September 2007, in response to a solicitation notice from the U.S. military regarding Mine
Resistant Ambush
Protected Vehicles II Enhanced Vehicle Competitive, known as MRAP II, we, together with Ideal
Innovations and Oshkosh Truck, submitted a quotation and delivered both a 6-person and a 10-person
MRAP II vehicle named the Bull
, to the U.S. Army Aberdeen Test Center for further
service evaluation. In December 2007, the U.S. government awarded a delivery order totaling $18.1
million to Ideal Innovations, Ceradyne and Oshkosh Truck for several 6-person versions and targets
of the Bull
armored vehicle to be used for further government testing and we delivered
these items to the government in February 2008. Ideal Innovations is the prime contractor and we
are a sub-contractor to Ideal Innovations. The government has completed successful testing of the
Bull
armored vehicle. Whether we receive additional orders for the Bull
armored vehicle will depend upon the U.S. militarys need and funding for MRAP II armored vehicles,
the results of testing of a competitors MRAP II armored vehicle, and whether our pricing for the
Bull
armored vehicle is competitive.
Ceradynes design and production contribution to the Bull
armored vehicle program is
based on our experience and expertise learned over many years in developing ceramic armor systems
for military helicopters, ground-based vehicles and boats. Due to the ballistic threat level that
MRAP II armored vehicles are required to meet, the current design of the Bull
armored
vehicle does not include any ceramic armor. Although we are engaged in development of ceramic armor
systems to use on future versions of the Bull
armored vehicle, we do not know when or
if a ceramic armor solution will be available or whether it would be acceptable to the U.S.
military.
Our ESK Ceramics subsidiary produces boron carbide powder, which serves as a starter ceramic powder
in the manufacture of our lightweight ceramic body armor. Owning this source of our principal raw
material, together with the recent expansion of our manufacturing capacity for ceramic armor at our
new Lexington, Kentucky plant and in our Irvine, California facility, should allow us to fulfill
current and anticipated demand for our ceramic body armor.
Our order backlog was $223.3 million as of June 30, 2008 and $202.4 million as of June 30, 2007.
Orders for ceramic body armor represented approximately $136.6 million, or 61.2% of the total
backlog as of June 30, 2008 and $130.4 million, or 64.4% of the total backlog as of June 30, 2007.
We expect that substantially all of our order backlog as of June 30, 2008 will be shipped during
2008.
Review of Historical Stock Option Grant Procedures
In July 2006, the Company voluntarily initiated a review of its historical stock option grant
practices and related accounting treatment. The review was conducted by a Special Committee
comprised of three independent members of the Companys Board of Directors, with the assistance of
independent legal counsel and forensic accounting experts. The scope of the Special Committees
review included all stock options granted by the Company from January 1997 through September 2003.
The Special Committee has completed its review.
Until September 2003, stock option grants generally were approved by unanimous written consents
signed by the members of the Stock Option Committee of the Board of Directors. Throughout this
period, the Stock Option Committee consisted of the CEO and one other non-management Director. The
date specified as the grant date in each unanimous written consent was used (i) to determine the
exercise price of the options and (ii) as the accounting measurement date.
The review found that from January 1997 through September 2003, the date selected by management as
the grant date and accounting measurement date was the date specified in the unanimous written
consent, but that, in all but one case, the unanimous written consents were not prepared, approved
or executed by the Companys Stock Option Committee until a later date. There were a total of 23
grant dates from January 1997 through September 2003. The Companys CEO was responsible for
selecting the grant dates and followed a consistent practice of seeking low grant prices and he was
unaware of the accounting implications of the method he used. Therefore, the use of the date
specified in the unanimous written consent as the accounting measurement date was incorrect in all
but one case. The proper accounting measurement date was the date the unanimous written consent was
signed by the members of the Stock Option Committee.
Based upon information gathered during the review by independent legal counsel, the Special
Committee and the Board of Directors have concluded that, while the Company applied an option price
date selection practice that resulted in the use of incorrect accounting measurement dates for
options granted between January 1997 and September 2003, the accounting errors resulting from the
use of incorrect measurement dates were not the product of any deliberate or intentional misconduct
by the Company or its executives, staff or Board of Directors. However, as a result of using
revised measurement dates for options granted from January 1997 through September 2003, the Company
recorded a charge in the second quarter ended June 30, 2006 of $3.4 million ($2.3 million after
income taxes) pertaining to the years ended December 31, 1997 to 2005 and the six months ended
June 30, 2006 (the Stock-Based Charge). The Stock-Based Charge was included as a component of
general and administrative expenses in the consolidated statements of income as this is where the
affected individuals normal compensation costs are recorded. The Stock-Based Charge includes
non-cash compensation expense of $2.2 million
($1.4 million after income taxes) primarily related to stock option grants made during the period
from January 1997 through September 2003 that should have been measured as compensation cost at the
actual stock option grant dates, and subsequently amortized to expense over the vesting period for
each stock option grant. The Stock-Based Charge also includes $1.2 million ($0.9 million after
income taxes) of estimated additional employment and other taxes that are expected to become
payable.
24
From September 2003 to February 2005, all stock option grants were approved at meetings held by the
Stock Option Committee, and, since February 2005, all stock option grants have been approved at
meetings held by the Compensation Committee of the Board of Directors. The dates of these meetings
have been used correctly as the accounting measurement date for all stock options granted since
September 2003.
Had this estimated Stock-Based Charge been reflected, as and when incurred, in the Companys
results of operations for prior years, the impact on net income for Ceradynes fiscal years ended
December 31 would have been a reduction of $21,000 in 1997, a reduction of $45,000 in 1998, a
reduction of $47,000 in 1999, a reduction of $104,000 in 2000, a reduction of $269,000 in 2001, a
reduction of $74,000 in 2002, a reduction of $347,000 in 2003, a reduction of $0.6 million in 2004,
and a reduction of $324,000 in 2005. As of June 30, 2008, the total remaining incremental
stock-based compensation charge related to these stock option grants that are expected to vest in
future periods with a revised accounting measurement date is immaterial. There was no impact on
revenue or net cash provided by operating activities as a result of the estimated compensation
charge.
The Company does not believe that a restatement of its prior-period financial statements is
required for the Stock-Based Charge. Based on the materiality guidelines contained in SEC Staff
Accounting Bulletin No. 99, Materiality, the Company believes that the Stock-Based Charge is not
material to any of the individual prior periods affected and the aggregate Stock-Based Charge is
not material to the results for the year ended December 31, 2006.
Prior to December 31, 2006, the current members of Ceradynes Board of Directors, all current
executive officers and all other employees of the Company amended all unexercised stock options
they held which had an exercise price that is less than the price of the Companys common stock on
the actual date of grant, by increasing the exercise price to an amount equal to the closing price
of the common stock as of the actual grant date. The Company has reimbursed and will continue to
reimburse all non-executive officer employees for the increase in the exercise price for the
modified options as they vest. Such reimbursement has not been and will not be material.
Results of Operations for the Three and Six Months Ended June 30, 2008 and 2007
Net Sales.
Our net sales for the three months ended June 30, 2008 were $185.0 million, a decrease
of $384,000, or 0.2%, from $185.4 million of net sales in the corresponding quarter of the prior
year. Net sales for the six months ended June 30, 2008 were $373.5 million, a decrease of
$290,000, or 0.1%, from $373.8 million in the corresponding prior year period.
Net sales for our Advanced Ceramic Operations division for the three months ended June 30, 2008
were $119.3 million, a decrease of $30.0 million, or 20.1%, from $149.3 million of net sales in the
corresponding quarter of the prior year. The primary reason for the decrease was a decline in
shipments of ceramic body armor as well as other armor components for defense contractors in the
amount of $33.2 million, or 23.6%, to $107.4 million from the $140.6 million of ceramic body armor
shipments in the second quarter of 2007. In February 2008, the U.S. Army reduced their monthly
demand of approximately 22,500 ESAPI body armor sets from us to approximately 12,500 sets per
month, as they near their targeted goal of 960,000 total sets of ESAPI received from all suppliers
since 2005. We anticipate that this targeted goal of shipments will be met by the end of
September 2008. Thereafter, the U.S. Army may require shipments of the next ballistic threat
generation of body armor, called XSAPI. We submitted our quotation and prototype XSAPI armor plates
for this procurement in February 2008 and were notified in July 2008 that our prototype armor
plates met the test requirements. However, we cannot be certain when the military will make awards
under this procurement, or whether or to what extent we will be one of the successful bidders.
Net sales for our automotive/diesel component product line were $4.4 million during the three
months ended June 30, 2008, an increase of $2.2 million, or 98.0%, from $2.2 million in the
corresponding quarter of the prior year. The primary reason for this increase was our customers
included our automotive/diesel components in their off road vehicles in 2008 compared to 2007 when they were not included in these types of vehicles.
Production of heavy-duty diesel truck engines in 2007 was less than usual due to forward buying in 2006 in anticipation of
increased emission standards that became effective in 2007. Net sales of our orthodontic brackets
product line for the three months ended June 30, 2008 were $3.3 million, an increase of $0.6
million, or 20.3%, from net sales of $2.7 million in the corresponding quarter of the prior year.
The increase was due to sales of a new version of our orthodontic
bracket product line of $0.6 million and the balance was the result
of our customers annual sales incentive programs.
25
Net sales for our Advanced Ceramic Operations division for the six months ended June 30, 2008 were
$249.3 million, a decrease of $51.9 million, or 17.2%, from $301.2 million in the corresponding
period of the prior year. This decline reflects the reduction in demand primarily of body armor, as
well as other armor components for defense applications in the amount of $61.4 million, or 21.6%, to $223.0 million
from the $284.4 million of ceramic body armor shipments in the corresponding prior year period. Net sales for our automotive/diesel
component product line for the six months ended June 30, 2008 were $8.5 million, an increase of
$4.2 million, or 98.7%, from $4.3 million in the corresponding prior year period. This increase
reflects the increased production of heavy-duty diesel truck engines by our customers as described
above. Net sales of our orthodontic brackets product line for the six months ended June 30, 2008
were $6.0 million, an increase of $493,000, or 9.0%, from $5.5 million in the corresponding prior
year period. The increase was attributed to sales of $1.1 million of a new version of our orthodontic bracket product line while
partially offset by a decline in Clarity
®
orthodontic bracket sales.
Our ESK Ceramics subsidiary had net sales for the three months ended June 30, 2008 of $45.7
million, an increase of $4.4 million, or 10.6%, from $41.3 million in the corresponding quarter of
the prior year. Approximately $4.0 million of the net sales of $45.7 million is attributable to the
higher value of the Euro versus the U.S. dollar during the three months ended June 30, 2008
as sales denominated in Euros are translated into U.S. dollars for financial reporting purposes. Sales of industrial products for the three
months ended June 30, 2008 were $28.2 million, an increase of $6.5 million, or 29.8%, from $21.7
million in the corresponding quarter of the prior year. This increase was the result of a higher
demand for fluid handling parts, industrial wear parts and metallurgy parts. Sales of defense
products for the three months ended June 30, 2008 were $10.1 million, a decrease of $3.9 million,
or 28.1%, from the $14.0 million in the corresponding quarter of the prior year. Included in sales
of defense products for the three months ended June 30, 2008 were inter-segment sales of $9.4
million compared to $12.5 million in the prior year. The decrease of $3.1 million in inter-segment
sales was due to a reduction in demand for boron carbide powder used in body armor protection by
our Advanced Ceramic Operations division. Sales of automotive/diesel products for the three months
ended June 30, 2008 were $6.7 million, an increase of $1.7 million, or 32.7%, from $5.1 million in
the corresponding quarter of the prior year. Increased demand from automotive original equipment
manufacturers accounted for the increased sales. Sales of commercial products, consisting of boron
nitride for the cosmetic industry, began in 2007, and for the three months ended June 30, 2008 were
$0.7 million, an increase of $213,000, or 44.9%, from $475,000 in the corresponding prior year
period.
For the six months ended June 30, 2008, net sales for ESK Ceramics were $84.9 million, an increase
of $2.4 million, or 3.0%, from $82.5 million in the corresponding prior year period. Approximately
$7.5 million of the net sales of $84.9 million is attributable to the higher value of the Euro versus
the U.S. dollar during the six months ended June 30, 2008 as sales denominated in Euros are translated into
U.S. dollars for financial reporting purposes. Additionally, the high value of the Euro versus the U.S. dollar
caused our ESK Ceramics products to be less competitive than products denominated in U.S. dollars resulting in a
negative impact on ESK Ceramics export sales. Sales of industrial products for the six months ended June 30, 2008
were $53.0 million, an increase of $8.1 million, or 18.1%, from $44.9 million in the corresponding prior year period.
This increase was the result of a higher demand for fluid handling, industrial wear parts and
metallurgy parts. Sales of defense products for the six months ended
June 30, 2008 were $17.7 million, a decrease of $8.9 million, or 33.2%, from $26.6 million in the prior year. Included in
sales of defense products for the six months ended June 30, 2008 were inter-segment sales of $15.7
million, a decrease of $8.6 million compared to $24.3 million in the prior year. This decrease was
due to a reduction in demand of boron carbide at our Advanced Ceramic Operations division. Sales
of automotive/diesel products for the six months ended June 30, 2008 were $12.8 million, an
increase of $2.9 million, or 28.8%, from $9.9 million in the prior year period. Increased demand
from automotive original equipment manufacturers accounted for the increased sales. Sales of
commercial products, consisting of boron nitride for the cosmetic industry, for the six months
ended June 30, 2008 were $1.4 million, an increase of $318,000, or 29.8%, from $1.1 million in the
prior year period.
Our Semicon Associates division had net sales for the three months ended June 30, 2008 of $2.1
million, a decrease of $156,000, or 7.0%, from $2.2 million in the corresponding quarter of the
prior year. For the six months ended June 30, 2008, net sales for Semicon Associates were $4.3
million, a decrease of $36,000, or 0.8%, from $4.4 million in the corresponding prior year period.
The decreases in both periods reflect lower shipments of magnets and cathodes for cathode ray
tubes.
Our Thermo Materials division had net sales for the three months ended June 30, 2008 of $21.7
million, an increase of $17.6 million, or 434.8%, from $4.1 million in the corresponding quarter
of the prior year. Two factors primarily account for this increase: first, the increased penetration of the growing solar energy market.
Shipments of crucibles used in the manufacture of photovoltaic cells increased to $11.2 million, an increase of $9.3 million, or 494.9%, from the $1.9 million in the corresponding
prior year period. Two factors primarily account for this increase: first, the increased penetration of the growing solar energy market. Shipments of crucibles used in the manufacture of
photovoltaic cells increased to $11.2 million, an increase of $9.3 million, or 494.9%, from the $1.9 million in the second quarter a year ago. Of this increased amount, $7.0 million came
from our new manufacturing facility in Tianjin, China which opened in June, 2007. Second, Minco, Inc. which was acquired in July, 2007
contributed $7.8 million of net sales for the most recent quarter. Sales to the defense industry during
the three months ended June 30, 2008 were $1.7 million, an
increase of $0.6 million, or 46.3%, from
$1.1 million when compared to the corresponding prior year period.
26
For the six months ended June 30, 2008, net sales for Thermo Materials were $39.0 million, an
increase of $30.7 million, or 371.2%, from $8.3 million in the corresponding prior year period.
Two factors primarily account for this increase: first, the increased penetration of the growing solar energy market. Shipments of
crucibles used in the manufacture of photovoltaic cells increased to
$18.6 million, an increase of $14.9 million, or 397.1%, from the $3.7 million during the six months ended
June 30, 2008. Of this increased amount, $11.0 million came from our new manufacturing facility in Tianjin, China.
Second, Minco, Inc. contributed $15.1 million of net sales for the six months ended June 30, 2008. Sales to the
defense industry during the six months ended June 30, 2008 were $3.2 million, an
increase of $0.8 million, or 34.0%, from $2.4 million when compared to the
corresponding prior year period.
Our Ceradyne Canada subsidiary had net sales of $2.2 million for the three months ended June 30,
2008, an increase of $1.2 million, or 115.5%, from $1.0 million in the corresponding quarter of the
prior year. For the six months ended June 30, 2008, net sales of Ceradyne Canada were $4.8 million,
an increase of $3.0 million, or 169.7%, from the $1.8 million for the corresponding prior year
period. Increased demand of our Boral
®
product line by the nuclear power industry
contributed to the increase in sales.
Our Ceradyne Boron Products subsidiary, which we acquired on August 31, 2007, had net sales of
$5.2 million in the three months ended June 30, 2008 and $10.2 million for the six months
ended June 30, 2008.
Gross Profit.
Our gross profit was $75.6 million for the three months ended June 30, 2008, a
decrease of $1.8 million or 2.4% from $77.4 million in the corresponding prior year quarter. As a
percentage of net sales, gross profit was 40.8% for the three months ended June 30, 2008 compared
to 41.7% for the corresponding prior year quarter. For the six months ended June 30, 2008, our
gross profit was $147.1 million, a decrease of $7.4 million, or 4.8%, from $154.5 million in the
prior year. As a percentage of net sales, gross profit was 39.4% for the six months ended June 30,
2008 compared to 41.3% for the corresponding prior year period. The decrease in gross profit as a
percentage of net sales was the result primarily of lower volumes of production of body armor at our Advanced
Ceramic Operations division and lower volumes of production of boron carbide powder at our ESK subsidiary. Gross profit for the six months
ended June 30, 2008, included $6.6 million of gross profit from the two businesses we acquired in
the third quarter of 2007, Ceradyne Boron Products and Minco, Inc.
Our Advanced Ceramic Operations division posted gross profit of $51.9 million for the three months
ended June 30, 2008, a decrease of $13.1 million, or 20.1%, from $65.0 million in the
corresponding prior year quarter. As a percentage of net sales, gross profit was 43.5% for the
three months ended June 30, 2008, unchanged from 43.5% for the corresponding prior year quarter.
Gross profit was unchanged despite lower production output because of a reduction in cost of
materials and improved production rates.
For the six months ended June 30, 2008, gross profit for the Advanced Ceramic Operations division
was $103.3 million, a decrease of $25.0 million, or 19.4%, from $128.3 million in the
corresponding prior year period. As a percentage of net sales, gross profit was 41.4% for the six
months ended June 30, 2008 compared to 42.6% for the corresponding prior year period. For the six
months ended June 30, 2008, the primary reason gross profit decreased was lower volumes of
production of body armor products compared to the corresponding prior period. Additionally, the six
months ended June 30, 2008 included severance expenses of $187,000 due to the reduction in work
force during February 2008.
Our ESK Ceramics subsidiary had gross profit of $12.0 million for the three months ended June 30,
2008, a decrease of $1.1 million, or 8.9%, from $13.1 million in the corresponding prior year
quarter. As a percentage of net sales, gross profit was 26.2% for the three months ended June 30,
2008, compared to 31.9% for the three months ended June 30, 2007. The decrease in gross profit as a
percentage of net sales for the three months ended June 30, 2008 was the result of an unfavorable
sales mix due to lower sales of ceramic powder for armor applications and more competitive pricing
for the sales of evaporation boats and surface engineered products.
For the
six months ended June 30, 2008, gross profit for ESK Ceramics was $22.5 million, a decrease
of $3.5 million, or 13.6%, from $26.0 million in the prior
comparable period. As a percentage of net sales, gross profit was 26.5% for the six months ended
June 30, 2008, compared to 31.6% for the six months ended June 30, 2007. The decrease in gross
profit as a percentage of net sales in the six month period ended June 30, 2008 was the result of
an unfavorable sales mix due to lower sales of ceramic powder for armor applications and more
competitive pricing for the sales of evaporation boats.
27
Our Semicon Associates division had gross profit of $0.6 million for the three months ended June
30, 2008, which was unchanged compared to $0.6 million in the corresponding quarter of the prior
year. As a percentage of net sales, gross profit was 26.7% for the three months ended June 30,
2008, compared to 25.7% for the corresponding prior year period. For the six
months ended June 30, 2008, gross profit for Semicon Associates was $1.3 million, an increase of
$419,000, or 45.2%, from $0.9 million in the corresponding prior year period. As a percentage of
net sales, gross profit was 31.0% for the six months ended June 30, 2008 compared to 21.2% for the
corresponding prior year period. Increased sales of higher margin parts from our microwave cathode
product line, when compared to the corresponding prior year period, contributed to the increase in
gross profit and gross profit as a percentage of net sales for the six months ended June 30, 2008.
Our Thermo Materials division had gross profit of $9.1 million for the three months ended June 30,
2008, an increase of $8.3 million, or 1049.2%, from $0.8 million in the corresponding prior year
quarter. As a percentage of net sales, gross profit was 44.4% for the three months ended June 30,
2008 compared to 19.3% for the corresponding prior year quarter. The increase in gross profit as a
percentage of sales for the three months ended June 30, 2008 was primarily due to sales mix and
improved yields in the production of crucibles. For the six months ended June 30, 2008, Thermo
Materials had gross profit of $14.8 million, an increase of $12.9 million, or 692.6%, compared to
$1.9 million in the prior year period. As a percentage of net sales, gross profit was 40.4% for the
six months ended June 30, 2008, compared to 22.5% for the corresponding prior year period. The
improvements in gross profit and gross profit as a percentage of sales were primarily due to an
increase in the sales of crucibles, which have higher gross margins compared to Thermo Materials
other products.
Our Ceradyne Canada subsidiary had gross profit of $0.8 million for the three months ended June
30, 2008, an increase of $1.5 million from a negative gross profit of $0.7 million in the
corresponding quarter of the prior year. For the six months ended June 30, 2008, Ceradyne Canada
had gross profit of $1.8 million, an increase of $3.2 million from a negative gross profit of $1.4
million in the prior year period. The improvements in gross profit was primarily due to an increase
in the sales of our Boral
®
product line.
Our Ceradyne Boron Products subsidiary, which we acquired on August 31, 2007, had gross profit of
$1.3 million for the three months ended June 30, 2008 and $3.1 million for the six months ended June 30, 2008.
Selling Expenses.
Our selling expenses were $8.7 million for the three months ended June 30, 2008,
an increase of $2.3 million, or 34.5%, from $6.4 million in the corresponding prior year quarter.
Selling expenses, as a percentage of net sales, increased from 3.5% for the three months ended June
30, 2007 to 4.7% of net sales for the three months ended June 30, 2008. The primary reasons for the increases were
that selling expenses at our ESK Ceramics subsidiary, which constitute a relatively large portion of the total, are
denominated in Euros and increase when translated into dollars at lower exchange rates, $1.1 million of selling
expenses due to the inclusion of the results of our recently acquired Ceradyne Boron Products
subsidiary and $178,000 of selling expenses due to the inclusion of the results of our recently
acquired Minco, Inc. subsidiary.
For the six months ended June 30, 2008, selling expenses were $16.5 million, an increase of $3.8
million, or 29.6%, from $12.7 million in the corresponding prior year period. Selling expenses, as
a percentage of net sales, increased from 3.4% for the six months ended June 30, 2007 to 4.4% of
net sales for the six months ended June 30, 2008. The primary reasons for the increases were the
negative impact of exchange rates on the dollar, $2.1 million of selling expenses due to the
inclusion of the results of our recently acquired Ceradyne Boron Products subsidiary and $425,000
of selling expenses due to the inclusion of the results of our recently acquired Minco, Inc.
subsidiary. Increases in the number of employees and related personnel expenses also contributed to
the increase in selling expenses for the six months ended June 30, 2008.
General and Administrative Expenses.
Our general and administrative expenses for the three months
ended June 30, 2008 were $11.7 million, an increase of $2.5 million, or 27.6%, from $9.2 million in
the corresponding prior year quarter. General and administrative expenses, as a percentage of net
sales, increased from 4.9% for the three months ended June 30, 2007 to 6.3% for the three months
ended June 30, 2008. The primary reasons for these increases were $1.2 million of general and
administrative expenses contributed by the two businesses we acquired in the third quarter of 2007,
$0.7 million in general and administrative expenses in connection with the start up of our China
facility that we did not have in the three months ended June 30, 2007, and the negative impact of
translating Euro denominated ESK Ceramics expenses into dollars.
For the six months ended June 30, 2008, general and administrative expenses were $23.5 million, an
increase of $4.6 million, or 24.1%, from $18.9 million in the corresponding prior year period.
General and administrative expenses, as a percentage of net sales, increased from 5.1% for the six
months ended June 30, 2007 to 6.3% for the six months ended June 30, 2008. The primary reasons for
these increases were $2.2 million of general and administrative expenses contributed by Ceradyne
Boron Products and Minco, which we acquired in the third quarter of 2007, and the negative impact of
translating Euro denominated ESK Ceramics expenses into dollars.
Research and Development Expenses.
Our research and development expenses for the three months ended
June 30, 2008 were $3.4 million, a decrease of $1.0 million, or 21.6%, from $4.4 million in the
corresponding prior year quarter. Research and development expenses, as a percentage of net sales,
decreased from 2.4% of net sales for the three months ended June 30, 2007 to 1.9% of net sales for
the three months ended June 30, 2008. For the six months ended June 30, 2008, research and
development expenses were $6.5 million, a decrease of $1.4 million, or 18.1%, from $7.9 million in
the corresponding prior year period. Research and development expenses, as a percentage of net
sales, decreased from 2.1% of net sales for the six
months ended June 30, 2007 to 1.7% of net sales for the six months ended June 30, 2008. The primary
reason for the decrease of research and development expenses for the
three and six months ended June 30, 2008 compared to the corresponding prior periods was the reduction of vehicle armor
research and development expenses at our Michigan facility. Part of the resources at this research
and development facility were shifted to production of armored
vehicles during the six months ended June 30, 2008.
28
Other Income (Expense).
Our net other income for the three months ended June 30, 2008 was $370,000,
a decrease of $2.0 million, or 84.4%, compared to $2.4 million in the corresponding prior year
quarter. The primary reasons for the change were a decrease in interest income received on
investments due to lower short term interest rates and a charge of $440,000 due to an
other-than-temporary reduction in the value of our investments in auction rate securities. Our net
other income for the six months ended June 30, 2008 was $3.1 million, a decrease of $1.3 million,
or 29.4%, compared to net other income of $4.4 million for the six months ended June 30, 2007. The
reasons for the change were a decrease in interest income received on investments due to lower
short term interest rates and a charge of $0.6 million due to an other-than-temporary reduction in
the value of our investments in auction rate securities, partially offset by gains on foreign
currency transactions of $1.2 million. Interest expense was $1.0 million for the three months
ended June 30, 2008 and $2.1 million for the six months ended June 30, 2008, virtually unchanged
from the prior year periods.
Income before Provision for Income Taxes.
Our income before provision for income taxes for the
three months ended June 30, 2008 was $52.1 million, a decrease of $7.7 million, or 12.8%, compared
to $59.8 million in the corresponding prior year quarter. For the six months ended June 30, 2008,
income before provision for income taxes was $103.7 million, a decrease of $15.7 million, or 13.1%,
from $119.4 million for the six months ended June 30, 2007.
Our Advanced Ceramic Operations divisions income before provision for income taxes for the three
months ended June 30, 2008 was $42.6 million, a decrease of $15.2 million, or 26.3%, compared to
$57.8 million in the corresponding prior year quarter. For the six months ended June 30, 2008,
income before provision for income taxes was $86.2 million, a decrease of $27.1 million, or 23.9%,
from $113.3 million for the six months ended June 30, 2007. The decrease in income before provision
for income taxes for the six months ended June 30, 2008 was due primarily to lower sales of body
armor.
Our ESK Ceramics subsidiarys income before provision for income taxes for the three months ended
June 30, 2008 was $2.8 million, a decrease of $1.3 million, or 32.4%, compared to $4.1 million in
the corresponding prior year quarter. For the six months ended June 30, 2008, income before
provision for income taxes was $5.4 million, a decrease of $2.9 million, or 35.5%, from $8.3
million in the corresponding prior year period. The decrease in income before provision for income
taxes was due to the negative economic impact on our export sales due to the higher value of the Euro versus the
U.S. dollar, an unfavorable sales mix due to lower sales of ceramic powder for armor applications,
and higher personnel costs in connection with selling, general and administrative expenses.
Our Semicon Associates divisions income before provision for income taxes for the three months
ended June 30, 2008 was $256,000, a decrease of $101,000, or 28.3%, from $357,000 in the
corresponding prior year quarter. The decrease in income before provision for income taxes for the
three months ended June 30, 2008 was due to increased marketing and research and development
expenses compared to the corresponding prior year period. For the six months ended June 30, 2008
income before provision for income taxes was $0.7 million, an increase of $239,000, or 47.9%, from
$499,000 in the corresponding prior year period. The increase in income before provision for income
taxes for the six months ended June 30, 2008 was primarily caused by a favorable sales mix of
microwave cathode products, which have higher gross margins, compared to the corresponding prior
year period.
Our Thermo Materials divisions income before provision for income taxes for the three months ended
June 30, 2008 was $5.9 million, an increase of $5.8 million from income before provision for taxes
of $176,000 in the corresponding prior year quarter. For the six months ended June 30, 2008, income
before provision for income taxes was $9.0 million, an increase of $8.5 million, or 1627.6%, from
$0.5 million in the corresponding prior year period. The increase in income before provision for
income taxes was due to sales mix, improved yields in the production of crucibles, higher sales
volumes of crucibles when compared to the corresponding prior year period, and the contribution of
income before provision for income taxes by our Minco, Inc. subsidiary, which we acquired on July
10, 2007.
Our Ceradyne Canada subsidiarys income before provision for income taxes for the three months
ended June 30, 2008 was $40,000, an increase of $1.3 million from a loss of $1.2 million in the
corresponding prior year quarter. For the six months ended June 30, 2008, the income before
provision for income taxes was $0.7 million, an increase of $2.8 million from a $2.1 million loss in
the corresponding prior year period. The increase in income before provision for income taxes was
due to increased shipments of our Boral
®
product line.
29
Our Ceradyne Boron Products subsidiary, which we acquired on August 31, 2007, had a loss before
provision for income taxes of $151,000 for the three months ended June 30, 2008 and income before
provision for income taxes of $333,000 for the six months ended June 30, 2008.
Income Taxes.
We had a combined federal and state tax rate of 36.3% for the three months ended June
30, 2008 resulting in a provision for taxes of $18.9 million, a decrease of $2.6 million, or
11.8%, from the $21.5 million in the corresponding prior year quarter. Our effective tax rate was
35.9% for the three months ended June 30, 2007. Our provision for income taxes for the six months
ended June 30, 2008 was $37.6 million, a decrease of $5.4 million, or 12.4%, from the $43.0 million
in the corresponding prior year period. The effective income tax rate for the six months ended June
30, 2008 was 36.3% compared to 36.0% in the corresponding year period.
Liquidity and Capital Resources
We generally have met our operating and capital requirements with cash flow from operating
activities, borrowings under our credit facility, and proceeds from the sale of shares of our
common stock.
Our net cash position increased by $39.9 million during the six months ended June 30, 2008
compared to a $25.4 million increase during the six months ended June 30, 2007. For the six months
ended June 30, 2008, cash flow provided by operating activities amounted to $82.8 million compared
to $63.9 million during the six months ended June 30, 2007. The primary factors contributing to
cash flow from operating activities in the six months ended June 30, 2008, were net income of
$66.1 million, and adjustments of non-cash amounts related to depreciation and amortization of
$18.1 million and stock compensation of $1.4 million. Additional factors contributing to the
increase in cash flow provided by operating activities were a reduction in accounts receivable of
$9.7 million, a decrease in production tooling of $4.3
million, an increase in income taxes payable of $0.6 million, an increase of $477,000 in other
long term liabilities due to an increase in the reserve for unrecognized tax benefits, and an
increase of $0.7 million in the accrual for employee benefits. These increases in cash provided by operating
activities were offset by an increase in other receivables of $2.1 million as a result of higher
levels of utility deposits and tax deposits from our ESK Ceramics subsidiary, an increase in
inventories of $4.5 million, an increase in prepaid expenses and other assets of $8.2 million due
to estimated income tax installment deposits, and a reduction in accounts payable and accrued
expenses of $4.5 million.
Investing activities consumed
$10.3 million of cash during the six months ended June 30, 2008. This
included $3.9 million for the acquisition of certain assets and developed technology related to proprietary technical ceramic bearing patents and
intellectual property and $27.6 million for the purchase of property, plant and equipment. Included
in this amount is $11.5 million for the purchase of land and buildings to expand our production
capacity at our ESK Ceramics subsidiarys plant in Kempten, Germany. This was offset by $21.2
million of proceeds from sales and maturities of marketable securities.
Financing activities during the six months ended June 30, 2008 consumed $34.3 million. During the
six months ended June 30, 2008, we purchased and retired 1,128,237 shares of our common stock at an
aggregate cost of $34.9 million under a stock repurchase program authorized by our Board of
Directors. We are authorized to repurchase and retire an additional $65.1 million for a total of
$100.0 million.
The effect of exchange rates on cash and cash equivalents due to our investment in our German
subsidiary, ESK Ceramics, and in our Chinese subsidiary, Ceradyne (Tianjin) Technical Ceramics.,
Ltd., was a positive $1.8 million.
During December 2005, we issued $121.0 million principal amount of 2.875% senior subordinated
convertible notes due December 15, 2035.
Interest on the notes is payable on December 15 and June 15 of each year, commencing on June 15,
2006. The notes are convertible into 17.1032 shares of our common stock for each $1,000 principal
amount of the notes (which represents a conversion price of approximately $58.47 per share),
subject to adjustment. The notes are convertible only under certain circumstances, including if the
price of our common stock reaches, or the trading price of the notes falls below, specified
thresholds, if the notes are called for redemption, if specified corporate transactions or
fundamental change occur, or during the 10 trading days prior to maturity of the notes. We may
redeem the notes at any time after December 20, 2010, for a price equal to 100% of the principal
amount plus accrued and unpaid interest, including contingent interest (as described below), if
any, up to but excluding the redemption date.
With respect to each $1,000 principal amount of the notes surrendered for conversion, we will
deliver the conversion value to holders as follows: (1) an amount in cash equal to the lesser of
(a) the aggregate conversion value of the notes to be converted and (b) $1,000, and (2) if the
aggregate conversion value of the notes to be converted is greater than $1,000, an amount in shares
or cash equal to such aggregate conversion value in excess of $1,000.
30
The notes contain put options, which may require us to repurchase in cash all or a portion of the
notes on December 15, 2012, December 15, 2015, December 15, 2020, December 15, 2025, and
December 15, 2030 at a repurchase price equal to 100% of the principal amount of the notes to be
repurchased plus accrued and unpaid interest, including contingent interest (as described below),
if any, to but excluding the repurchase date.
We are obligated to pay contingent interest to the holders of the notes during any six-month period
from June 15 to December 14 and from December 15 to June 14, commencing with the six-month period
beginning December 20, 2010 and ending on June 14, 2011, if the average trading price of the note
for the five trading day period ending on the third trading day immediately preceding the first day
of the relevant contingent interest period equals $1,200 (120% of the principal amount of a note)
or more. The amount of contingent interest payable per note for any relevant contingent interest
period shall equal 0.25% per annum of the average trading price of a note for the five trading day
period ending on the third trading day immediately preceding the first day of the relevant
contingent interest period. This contingent interest payment feature represents an embedded
derivative. However, based on the de minimus value associated with this feature, no value has been
assigned at issuance and at June 30, 2008.
In December 2005, we established a new unsecured $10.0 million line of credit. As of June 30, 2008,
there were no outstanding amounts on the line of credit. However, the available line of credit at
June 30, 2008 has been reduced by an outstanding letter of credit in the amount of $1.2 million.
The interest rate on the credit line is based on the LIBOR rate for a period of one month, plus a
margin of one percent, which equaled 3.6% as of June 30, 2008.
Pursuant to the bank line of credit, we are subject to certain covenants, which include, among
other things, the maintenance of specified minimum amounts of tangible net worth and quick assets
to current liabilities ratio. At June 30, 2008, we were in compliance with these covenants.
Our cash, cash equivalents, restricted cash and short-term investments totaled $206.1 million at
June 30, 2008, compared to $187.3 million at December 31, 2007. At June 30, 2008, we had working
capital of $382.6 million, compared to $353.9 million at December 31, 2007. Our cash position
includes amounts denominated in foreign currencies, and the repatriation of those cash balances
from our ESK Ceramics subsidiary does not result in additional tax costs. We believe that our
current cash and cash equivalents on hand and cash available from the sale of short-term
investments, cash available from additional borrowings under our revolving line of credit and cash
we expect to generate from operations will be sufficient to finance our anticipated capital and
operating requirements for at least the next 12 months. Our anticipated capital requirements
primarily relate to the expansion of our manufacturing facilities in China, as well as for the
acquisition of SemEquip, Inc., described below. We also may utilize cash, and, to the extent
necessary, borrowings from time to time to acquire other businesses, technologies or product lines
that complement our current products, enhance our market coverage, technical capabilities or
production capacity, or offer growth opportunities.
In June 2008, we completed the purchase of certain assets and developed technology related to
proprietary technical ceramic bearings used for down hole oil drilling and for coal bed methane
pumps and steam assisted oil extraction pumps. This intellectual property was acquired from a
privately-owned business located in Greenwich, Rhode Island. We paid approximately $3.9 million for
this acquisition, and will make future payments of (1) $250,000 upon the relocation of certain key
employees; (2) up to an additional $2.0 million if certain revenue milestones are achieved, and (3) a
royalty of 3% of net sales of these bearings for the life of the
patents or approximately 17 years.
In July 2008, we entered into an agreement to acquire SemEquip, Inc. SemEquip is a leader in the
development of cluster ion implantation sub-systems and advanced ion source materials for the
manufacture of logic and memory chips. SemEquips technologies enable the utilization of cluster
beam ion implantation for manufacturing advanced integrated circuits at low cost and high
throughput rates. Under the agreement, we will pay approximately $25.0 million in cash at closing,
subject to adjustment based on the net adjusted tangible book value of SemEquip as of the date of
closing. We will use a portion of our existing cash to make this payment. In addition, we will pay
contingent consideration of up to $100.0 million in cash during the 15-year period following
completion of the acquisition based upon revenues achieved over that period by SemEquip. A portion
of the closing date consideration and the contingent consideration to be paid by us relates to a
pre-closing commitment by SemEquip to pay incentive compensation to several of its employees and
advisors. This incentive compensation will not increase the total consideration we will pay for the
acquisition, but it will require us to record a pre-tax accounting charge estimated to be in the
range of $9.0 million to $11.0 million in the quarter during which the acquisition is completed.
The completion of this acquisition is subject to customary conditions, including approval by the
stockholders of SemEquip.
Our material contractual obligations and commitments as of June 30, 2008 include a $5.5 million
reserve for unrecognized tax benefits. The reserve is classified as long term liabilities on our
Consolidated Balance Sheet as of June 30, 2008.
31
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our debt. We
routinely monitor our risks associated with fluctuations in currency exchange rates and interest
rates. We address these risks through controlled risk management that may, in the future, include
the use of derivative financial instruments to economically hedge or reduce these exposures. We do
not enter into foreign exchange contracts for speculative or trading purposes. Currently, we do not
utilize interest rate swaps. Our investments in marketable securities consist primarily of
high-grade corporate and government securities with maturities of less than two years. Investments
purchased with an original maturity of three months or less are considered cash equivalents. Our
long term investments at June 30, 2008 included $35.0 million of auction rate securities net of a
temporary impairment charge of $2.5 million against other comprehensive income and an other than
temporary impairment charge of $0.6 million against earnings, both incurred during the six months
ended June 30, 2008. Cumulatively to date, the Company has incurred $3.3 million in charges against
other comprehensive income and other than temporary impairment
charges of $2.7 million related to
auction rate securities. The Companys investments in auction rate securities represent interests
in collateralized debt obligations supported by pools of residential and commercial mortgages or
credit cards, insurance securitizations and other structured credits, including corporate bonds.
These auction rate securities are intended to provide liquidity via an auction process that resets
the applicable interest rate at predetermined calendar intervals, allowing investors to either roll
over their holdings or gain immediate liquidity by selling such interests at par. During the second
half of the year 2007 and the first six months of 2008, the auctions for these securities failed.
As a result of current negative conditions in the global credit markets, auctions for the Companys
investment in these securities have recently failed to settle on their respective settlement dates.
Consequently, the investments are not currently liquid through the normal auction process and may
be liquid if a buyer is found outside the auction process.
We enter into foreign exchange forward contracts to reduce earnings and cash flow volatility
associated with foreign exchange rate changes to allow our management team to focus its attention
on its core business operations. Accordingly, we enter into contracts which change in value as
foreign exchange rates change to economically offset the effect of changes in value of foreign
currency assets and liabilities, commitments and anticipated foreign currency denominated sales and
operating expenses. We enter into foreign exchange forward contracts in amounts between minimum and
maximum anticipated foreign exchange exposures, generally for periods not to exceed one year. These
derivative instruments are not designated as accounting hedges.
Given the inherent limitations of forecasting and the anticipatory nature of the exposures intended
to be hedged, there can be no assurance that such programs will offset more than a portion of the
adverse financial impact resulting from unfavorable movements in either interest or foreign
exchange rates. In addition, the timing of the accounting for recognition of gains and losses
related to mark-to-market instruments for any given period may not coincide with the timing of
gains and losses related to the underlying economic exposures and, therefore, may adversely affect
our operating results and financial position and cash flows.
We measure the financial statements of our foreign subsidiaries using the local currency as the
functional currency. Assets and liabilities of these subsidiaries are translated at the exchange
rate on the balance sheet date. Revenues, costs and expenses are translated at the rates of
exchange prevailing during the year. Translation adjustments resulting from this process are
included in stockholders equity. Gains and losses from foreign currency transactions are included
in other income, miscellaneous.
Our debt is comprised of $121.0 million of a convertible note with a fixed coupon rate of 2.875%.
The fair value of long-term debt was $111.1 million and is based on quoted market prices at June
30, 2008.
Approximately 27.0% of our revenues for the six months ended June 30, 2008 were derived from
operations outside the United States. Overall, we are a net recipient of currencies other than the
U.S. dollar and, as such, we benefit from a weaker dollar and are adversely affected by a stronger
dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in
particular a strengthening of the U.S. dollar, may negatively affect net sales, gross profit, and
net income from our subsidiary, ESK Ceramics, as expressed in U.S. dollars. This would also
negatively impact our consolidated reported results.
Item 4.
Controls and Procedures
Review of Historical Stock Option Grant Procedures
In July 2006, the Company voluntarily initiated a review of its historical stock option grant
practices and related accounting treatment. The review was conducted by a special committee
comprised of three independent members of the Companys Board of Directors, with the assistance of
independent legal counsel and forensic accounting experts. This review has been completed and the
special committee presented its report to the Companys Board of Directors. It was the finding of
the
special committee that control deficiencies that led to the Company utilizing incorrect measurement
dates for stock option grants had been corrected subsequent to September 2003. The special
committee did not propose any recommendations for improvements in the current process of granting
stock options and restricted stock unit awards as a result of its investigation.
32
Additional information regarding the special committees review is provided in this report in Note
4 of the Notes to Consolidated Financial Statements.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of June 30, 2008 (the end of the period covered by
this report). Based on this evaluation, taking into account the items discussed above in this Item
4, our principal executive officer and principal financial officer concluded that our current
disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the
Securities Exchange Act of 1934) are effective.
Changes in Internal Control over Financial Reporting
Our management evaluated our internal control over financial reporting and there have been no
changes during the fiscal quarter ended June 30, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
In August, September and December 2006, shareholder derivative lawsuits were filed in the
California Superior Court for Orange County, purportedly on behalf of Ceradyne against various
current and former officers and directors of the Company relating to alleged backdating of stock
options. Each state court complaint alleged claims for breach of fiduciary duty, abuse of control,
gross mismanagement, waste of corporate assets, unjust enrichment, accounting, rescission,
constructive trust, and violations of California Corporations Code. All state court actions have
been consolidated into one case, designated, In re Ceradyne, Inc. Derivative Litigation, Orange
County Superior Court, Case No. 06-CC-00156.
In September and December 2006, shareholder derivative lawsuits were filed in the United States
District Court for the Central District of California, purportedly on behalf of Ceradyne against
various current and former officers and directors of the Company relating to alleged backdating of
stock options. All federal court actions have been consolidated into one case, designated, In re
Ceradyne, Inc. Derivative Litigation, Master File No. SA CV 06-919 JVS. The consolidated federal
action alleges, pursuant to a first amended consolidated complaint filed on September 17, 2007,
claims for violations of Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder,
violations of Section 14(a) of the Securities Exchange Act, violations of Section 20(a) of the
Securities Exchange Act, insider selling under the California Corporations Code, as well as common
law claims for accounting, breach of fiduciary duty, aiding and abetting breaches of fiduciary
duty, unjust enrichment, rescission and waste.
The plaintiffs in both the state and federal actions seek to require the individual defendants to
rescind stock options they received which have an exercise price below the closing price of the
Companys common stock on the date of grant, to disgorge the proceeds of options exercised, to
reimburse the Company for damages of an unspecified amount, and also seek certain equitable relief,
attorneys fees and costs.
On October 26, 2007, the Company and the individual defendants filed motions to dismiss the first
amended consolidated complaint in the federal action. In December 2007, plaintiffs filed a second
amended consolidated complaint. The Company and the individual defendants have entered into a
stipulation providing that motions to dismiss the second amended consolidated complaint will be
filed by July 31, 2008 and that the hearing on the motions will be held on September 29, 2008. The
plaintiffs in the state court action have agreed to voluntarily stay the state court, pending the
federal courts rulings on the motions to dismiss.
In summary, there are currently two shareholder derivative actions pending which contain
substantially similar allegations. The cases filed in the Orange County Superior Court have been
consolidated into one case, designated, In re Ceradyne, Inc. Derivative Litigation, Orange County
Superior Court, Case No. 06-CC-00156. The cases filed in the United States District
Court for the Central District of California have all been consolidated into one case, designated,
In re Ceradyne, Inc. Derivative Litigation, Master File No. SA CV 06-919 JVS.
33
Settlement discussions have been actively pursued in both the state and federal actions; however,
no agreements have been reached to date. The impact of the outcome of these lawsuits is
undeterminable at this time.
Daniel Vargas, Jr. v. Ceradyne, Inc., Orange County Superior Court, Civil Action No.
07CC01232
:
A class action lawsuit was filed on March 23, 2007, in the California Superior Court for Orange
County, in which it is asserted that the representative plaintiff, a former Ceradyne employee, and
the putative class members, were not paid overtime at an appropriate overtime rate. The complaint
alleges that the purportedly affected employees should have had their regular rate of pay, for
purposes of calculating overtime, adjusted to reflect the payment of a bonus to them for the four
years preceding the filing of the complaint. The complaint further alleges that a waiting time
penalty should be assessed for the failure to timely pay the correct overtime
payment. Ceradyne has filed an answer denying the material allegations of the complaint. A third
party administrator completed the mailing and processing of the opt-out procedure and has
provided the employee contact information for employees that did not opt-out. The court has ordered
that the motion for class certification must be filed by August 11, 2008 (it was originally set for
July 8, 2008, but Plaintiffs counsel sought and received an extension). We believe that
the lawsuit is without merit on the basis that our bonus policy is discretionary and is not of the
type that is subject to inclusion in the regular hourly rate for purposes of calculating overtime,
and we intend to vigorously defend this action. We also believe that the putative class members
are not similarly situated and, therefore, this case should not proceed as a class
action. Discovery is being conducted and within 90 days of Plaintiff filing his motion for class
certification, Ceradyne will file its opposition to such motion
Item 1A.
Risk Factors
There have been no significant changes to the risk factors disclosed in the Companys Annual Report
on Form 10-K for the year ended December 31, 2007.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information regarding shares of our common stock that we repurchased
during the three month period ended June 30, 2008.
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Number
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
(or Approximate
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Dollar Value) of
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
Shares that May Yet
|
|
|
|
(a)
|
|
|
(b)
|
|
|
Part of Publicly
|
|
|
Be Purchased Under
|
|
|
|
Total Number of
|
|
|
Average Price Paid
|
|
|
Announced Plans or
|
|
|
the Plans or
|
|
Period
|
|
Shares Purchased
|
|
|
per Share
|
|
|
Programs
|
|
|
Programs
|
|
April 1 to April
30, 2008
|
|
|
14,910
|
|
|
$
|
38.92
|
|
|
|
1,024,746
|
|
|
$
|
69,107,482
|
|
May 1 to May 31,
2008
|
|
|
103,091
|
|
|
$
|
38.91
|
|
|
|
1,127,837
|
|
|
$
|
65,096,150
|
|
June 1 to June 30,
2008
|
|
|
400
|
|
|
$
|
38.46
|
|
|
|
1,128,237
|
|
|
$
|
65,080,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
118,401
|
|
|
$
|
38.86
|
|
|
|
1,128,237
|
|
|
$
|
65,080,754
|
|
|
|
|
(1)
|
|
On March 4, 2008, we announced that our board of directors had authorized the repurchase and
retirement of up to $100 million of our common stock in open market transactions, including
block purchases, or in privately negotiated transactions. We did not set a time limit for
completion of this repurchase program, and we may suspend or terminate it at any time.
|
34
Item 3. Not applicable
Item 4.
Submission of Matters to a Vote of Security Holders
The following matters were voted upon at the Annual Meeting of Stockholders held on June 17,
2008:
|
1.
|
|
The following six persons were elected to the Board of Directors of the Company
to serve until the next annual meeting of stockholders or until their successors are
elected and have qualified:
|
|
|
|
|
|
|
|
|
|
|
|
Number of Votes Cast
|
|
|
|
|
|
|
|
Authority
|
|
|
|
For
|
|
|
Withheld
|
|
Joel P. Moskowitz
|
|
|
23,313,818
|
|
|
|
435,140
|
|
Richard A. Alliegro
|
|
|
23,319,682
|
|
|
|
429,276
|
|
Frank Edelstein
|
|
|
23,316,892
|
|
|
|
432,066
|
|
Richard A. Kertson
|
|
|
23,344,038
|
|
|
|
404,920
|
|
William C. LaCourse
|
|
|
23,343,903
|
|
|
|
405,055
|
|
Milton L. Lohr
|
|
|
23,292,492
|
|
|
|
456,466
|
|
|
2.
|
|
The appointment of PricewaterhouseCoopers LLP to serve as the Companys
independent registered public accounting firm for the year ending December 31, 2008 was
approved by the following vote:
|
|
|
|
|
|
|
|
|
|
|
For: 23,202,077
|
|
Against: 503,068
|
|
Abstain: 43,823
|
Item 5. Not applicable
Item 6.
Exhibits
(a) Exhibits:
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
35
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 thereunto duly authorized.
|
|
|
|
|
|
|
|
|
CERADYNE, INC.
|
|
|
|
|
|
|
|
|
|
Date: July 25, 2008
|
|
By:
|
|
/s/ JERROLD J. PELLIZZON
Jerrold J. Pellizzon
|
|
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
36
Index to Exhibits
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
37
Ceradyne, Inc. (MM) (NASDAQ:CRDN)
Historical Stock Chart
From May 2024 to Jun 2024
Ceradyne, Inc. (MM) (NASDAQ:CRDN)
Historical Stock Chart
From Jun 2023 to Jun 2024