-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oj7JBVrIDoUropVoU00DjL4M94xk3CYUhf4FO/rCJoxIcqKueM/o7SvWj76ELCdW oI0C4SbnH8b1zHCOWm1wlQ== 0001104659-05-021426.txt : 20050509 0001104659-05-021426.hdr.sgml : 20050509 20050509093949 ACCESSION NUMBER: 0001104659-05-021426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIAL CORP /DE/ CENTRAL INDEX KEY: 0000101271 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 952081809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04252 FILM NUMBER: 05809928 BUSINESS ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 628-3500 MAIL ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 8-K 1 a05-8898_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported):  May 9, 2005

 

UNITED INDUSTRIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-4252

 

95-2081809

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

124 INDUSTRY LANE, HUNT VALLEY, MD

 

21030

 

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(410) 628-3500

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since la st report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02. Results of Operations and Financial Condition.

 

On May 9, 2005, the Registrant issued a press release relating to its financial results for the quarter ended March 31, 2005.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.  This information is furnished under Item 2.02, Results of Operations and Financial Condition.  The information in this Form 8-K and the exhibit att ached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth in such filing by specific reference therein.

 

Item 9.01.  Financial Statements and Exhibits.

 

99.1

Press release dated May 9, 2005, announcing the Registrant’s financial results for the quarter ended March 31, 2005.

 

2



 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by th e undersigned thereunto duly authorized.

 

United Industrial Corporation

 

 

By:

/S/ JAMES H. PERRY

 

James H. Perry

 

Chief Financial Officer and

 

Vice President

 

Date:  May 9, 2005

 

 

3


 

EX-99.1 2 a05-8898_1ex99d1.htm EX-99.1

Exhibit 99.1

 

UNITED INDUSTRIAL CORPORATION

 

Contact:

Stuart F. Gray

 

Treasurer

 

(410) 628-8686

 

UNITED INDUSTRIAL REPORTS FIRST QUARTER RESULTS

 

UNITED INDUSTRIAL OPERATING INCOME FROM CONTINUING OPERATIONS INCREASED
71% IN THE FIRST QUARTER OF 2005 ON REVENUE GROWTH OF 32%

 

HUNT VALLEY, MD, MAY 9, 2005 – United Industrial Corporation (NYSE: UIC) (the “Company”) today reported its financial results for the first quarter ended March 31, 2005.  Net sales and income from continuing operations include the results of the Company’s Defense and Energy segments.  The Defense segment, which operates through AAI Corporation (“AAI”, a wholly-owned subsidiary of the Company), and its subsidiaries, has four product lines consisting of Unmanned Aerial Vehicles (“UAV Systems”), Engineering and Logistics Services (“Services”), Test and Training Systems, and Advanced Programs.  The Energy segment is conducted through Detroit Stoker Company, a wholly-owned subsidiary of the Company.  Results from the Company’s remaining Transportation operations are reported as discontinued operations.

 

“Our core Defense segment delivered another strong performance in the first quarter of 2005,” said Frederick M. Strader, the Company’s President and Chief Executive Officer. “Our Shadow 200 Tactical Unmanned Aerial Vehicle (“TUAV”) program for the U.S. Army continued to lead the Company’s performance through the first quarter of 2005 while our recently awarded Biological Detection System program began to contribute with the ramp-up in its activity.  Also, we are continuing to focus our efforts on profitability and growth, including evaluating select acquisitions, and implementing our restructuring plans to reduce operating costs and streamline operations in the fluid test systems product area and at Detroit Stoker,” Strader concluded.

 

Financial Results for the First Quarter of 2005

 

Net sales from continuing operations for the three months ended March 31, 2005 increased 31.7% to $107.5 million compared to $81.6 million for the three months ended March 31, 2004.

 

The gross margin percentage for continuing operations increased to 24.2% in the first quarter of 2005 from 21.4% during the same period in 2004.

 

In January 2005, the Company recognized a $7.2 million pre-tax gain on the sale of approximately 26 acres of undeveloped property adjacent to its Hunt Valley, Maryland facility.  Additionally, net interest expense increased $828,000 primarily as a result of the Company’s issuance of $120 million 3.75% Convertible Senior Notes in September 2004.  Since both the gain on sale of property and net interest expense were included in non-operating income, the Company believes that operating income from continuing operations provides a better measure of performance in 2005 compared to 2004.  Operating income for the first quarter of 2005 increased 70.9% to $12.2 million from $7.2 million in the first quarter of 2004.

 

Income from continuing operations for the first quarter of 2005 increased $7.9 million to $12.6 million, or $0.84 per diluted share, compared to $4.7 million, or $0.35 per diluted share, for the first quarter of 2004.

 

Income from discontinued operations in the first quarter of 2005 was $48,000, or $0.00 per diluted share, compared to a loss in the first quarter of 2004 of ($475,000), or ($0.03) per diluted share.

 

Net income in the first quarter of 2005 increased to $12.7 million, or $0.84 per diluted share, compared to $4.3 million, or $0.32 per diluted share, for the first quarter of 2004.

 

1



 

First Quarter 2005 Results By Operating Segment - Continuing Operations

 

Net sales for the Defense segment in the first quarter of 2005 increased 33.9% to $100.2 million compared to $74.8 million for the first quarter of 2004.   This increase was primarily due to higher production and support in UAV Systems and higher sales in Services mainly due to the Biological Detection System program awarded in the third quarter of 2004.

 

The Defense segment gross margin percentage was 23.5% in the first quarter of 2005 and 19.8% during the first quarter of 2004. The increase was primarily attributable to production efficiencies and the favorable resolution of technical risks in the execution of both the TUAV and Joint Service Electronic Combat Systems Tester programs.

 

Pre-tax income from the Defense segment increased $12.2 million to $19.4 million compared to $7.2 million for the first quarter of 2004.  The Defense segment’s pre-tax results in the first quarter of 2005 included $7.2 million from the sale of property.  In addition, the Defense segment continued the reorganization of its fluid test systems product area and incurred $330,000 of restructuring charges during the first quarter of 2005.  The Company estimates it will incur $2.2 million of remaining costs under this reorganization plan, which is expected to be completed by the end of 2005.

 

Selling and administrative expenses in the Defense segment increased to $11.4 million or, 11.3% of sales, in the first quarter of 2005 compared to $8.0 million, or 10.7% of sales, in the first quarter of 2004. The $3.4 million increase was primarily due to higher research and development expenses, and bid and proposal costs.

 

Net sales for the Energy segment in the first quarter of 2005 were $7.4 million, an increase of $549,000, or 8.0%, from the first quarter of 2004. The Energy segment gross margin percentage was 33.6% in the first quarter of 2005 and 38.9% during the first quarter of 2004. The decrease was primarily attributable to restructuring activities and higher raw material prices. The Energy segment’s pre-tax income in the first quarter of 2005 was $175,000 compared to pre-tax income of $404,000 for the first quarter of 2004.  This decrease in the Energy segment’s results for the first quarter of 2005 was primarily due to the lower product margins.

 

Financial Results for Discontinued Operations

 

During the first quarter of 2005, Electric Transit, Inc. (“ETI”), an entity owned 35% by AAI, sold its remaining inventory of spare parts and was able to favorably resolve certain operational challenges associated with its last remaining program.  AAI recorded 100%, or approximately $533,000, net of tax, of ETI’s earnings due to the recording of 100% of ETI’s losses in recent prior years.  Offsetting this income was approximately $485,000, net of tax, of general and administrative expenses consisting primarily of professional fees related to a recovery claim initiated by the Company.  Income from the Company’s discontinued operations for the first quarter of 2005 was $48,000, or $0.00 per diluted share, compared to a loss of ($475,000), or ($0.03) per diluted share, in the first quarter of 2004.

 

Bookings and Funded Backlog

 

The Company received $95.8 million of new orders and/or funding for products and services during the first quarter of 2005, an increase of $20.3 million, or 26.9%, compared to the first quarter of 2004.  Including $85.5 million of bookings in the Defense segment and $10.3 million in the Energy segment, funded backlog for the Company’s continuing operations was $376.2 million at March 31, 2005, a decrease of $11.7 million, or (3.0%), from December 31, 2004.

 

During the first quarter of 2005, the Company’s UAV Systems was awarded $22.7 million of additional contracts for ongoing logistical support for TUAV systems deployed worldwide as well as an award for $2.5 million to completely refurbish Shadow TUAV equipment that has been deployed in Operation Iraqi Freedom.  UAV Systems also received a $14.4 million award for an additional Shadow TUAV system to be produced in conjunction with the eight Shadow TUAV systems ordered in December 2004.  Including these awards, funded backlog for UAV Systems at March 31, 2005 was approximately $220.2 million.

 

2



 

Also in the first quarter of 2005, Services received initial funding of $4.0 million to provide repair, material acquisition, storage, and management support for hydraulic components for U.S. Navy and Marine Corps EA-6B Prowler and F-14 Tomcat aircraft fleets. The initial contract period will run four years through 2008, and includes an option that could extend it an additional four years. The total potential value of this contract, if all options are executed, is $30.9 million.  Additionally, Services received $8.4 million of incremental funding under its existing Biological Detection System contract, and $7.5 million in C-17 Maintenance Trainer Device upgrades and logistical support.  Including these awards, funded backlog for Services at March 31, 2005 was approximately $90.4 million.

 

Test and Training Systems had a funded backlog of $39.1 million at March 31, 2005, primarily related to its Joint Service Electronic Combat Systems Tester program.  Contract deliveries are expected to extend through the fourth quarter of 2005. In the first quarter of 2005, Test and Training Systems received awards totaling $4.8 million for additional production and engineering support related to the U.S. Navy’s On-Board Training System program.

 

Advanced Programs, during the first quarter of 2005, received initial funding of $6.5 million for the U.S. Army Phase II and III of the Lightweight Machine Gun and Ammunition program. This incrementally funded contract is potentially worth $23.9 million. Funded backlog for Advanced Programs at March 31, 2005 was approximately $11.8 million.

 

 

Initiatives to Enhance Shareholder Value

 

In accordance with its initiatives to enhance shareholder value, the Company is evaluating select acquisitions, implementing plans, including restructuring of operations, to further improve profitability, and exploring the sale of non-core assets.

 

On April 4, 2005, the Company acquired ESL Defence Limited (“ESL”), an electronic warfare (“EW”) systems company based in the United Kingdom.  The purchase price was approximately $10 million in cash.  ESL is a world leader in the design and production of electro-optic (“EO”) test and simulation products for use on flight lines and in aircraft maintenance facilities. The simulators are used to assess the operational readiness of sophisticated missile warning and countermeasures systems used on military aircraft.  ESL’s EO simulators are also used at military test, evaluation, and training ranges to evaluate the effectiveness of new self-protection systems and to train pilots for combat readiness.  In addition, ESL conducts EW related research and support for U.K. government agencies and for prime contractors in the U.K. and the U.S.

 

In October 2003, Imperial Capital LLC was engaged to assist the Company in exploring strategic alternatives for Detroit Stoker, including a potential sale. This process is ongoing and no assurances can be given regarding whether Detroit Stoker will be sold or the timing or proceeds from any such sale.

 

Stock Buy-Back Program

 

On March 10, 2005, United Industrial’s Board of Directors authorized a new stock purchase plan for up to $25.0 million.  The timing of the buy-back and the exact number of shares repurchased will depend on market conditions.  As of December 31, 2004, the Company had $3.5 million available for purchases under the previous plan, which was unused and expired on March 15, 2005.  Since inception of the initial stock purchase plan authorized in November 2003, the Company has purchased a total of 917,700 shares for $16.5 million, or an average of $18.00 per share. In addition, the Company purchased 850,400 shares of its common stock for approximately $24.4 million, or $28.64 per share, using a portion of the net proceeds from the issuance of the 3.75% Convertible Senior Notes in September 2004.

 

3



 

Conference Call Webcast

 

The Company will hold a conference call Monday, May 9, 2005, at 10:00 a.m. (EDT), to discuss its financial results for the first quarter of 2005.  A live webcast of the call will be accessible for all interested parties in the Investor Relations section on the Company’s website, www.unitedindustrial.com, or on www.streetevents.com.  Following the call, the webcast will be archived for a period of two weeks and available at www.unitedindustrial.com or at www.streetevents.com.

 

United Industrial Corporation designs, produces, and supports defense systems. Its products and services include unmanned aerial vehicle systems, training and simulation systems, automated aircraft test and maintenance equipment, armament systems, logistical and engineering services, and other leading-edge technology solutions for defense needs.  The company also manufactures combustion equipment for biomass and refuse fuels.

 

Use of Non-GAAP Measures

 

In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management believes that providing Income from Continuing Operations Before Special Items, a non-GAAP measure, is meaningful to investors because it provides insight with respect to ongoing operating results of the Company.  Special items include significant charges or credits that are important to understanding the Company’s ongoing operations.  The Company also discloses EBITDA (earnings before interest, taxes, depreciation, and amortization), which is likewise a non-GAAP measure.  In addition, the Company discloses Free Cash Flow, a non-GAAP measure, which equals net cash provided by operating activities less net cash used in acquiring property and equipment, net of retirements.  The Company believes Free Cash Flow is used by some investors, analysts, lenders and other parties to measure the Company’s performance over time.  Management believes that providing this additional information is useful to understanding the Company’s ability to meet capital expenditures and working capital requirements and to better assess and understand operating performance.  Because the Company’s methods for calculating such non-GAAP measures may differ from other companies’ methods, such non-GAAP measures presented may not be comparable to similarly titled measures reported by other companies.  Such measures are not recognized in accordance with GAAP, and the Company does not intend for this information to be considered in isolation or as a substitute for GAAP measures.  Reconciliations from non-GAAP reported measures described in this press release to GAAP reported results are provided in the financial tables attached to this document.

 

Forward-Looking Information

 

Except for the historical information contained herein, information set forth in this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and variations of such words and similar expressions that indicate future events and trends are intended to identify such forward-looking statements which include, but are not limited to, projections of revenues, earnings, segment performance, cash flows and contract awards.  These forward-looking statements are subject to risks and uncertainties, which could cause the Company’s actual results or performance to differ materially from those expressed or implied in such statements.  The Company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.  For additional information about the Company and its various risk factors, please see the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

 

4



 

United Industrial Corporation & Subsidiaries

Consolidated Earnings Per Share

 

 

 

Three Months Ended
March 31

 

 

 

(Unaudited)

 

 

 

2005

 

2004

 

Basic earnings (loss) per share:

 

 

 

 

 

Income from continuing operations before special items

 

$

0.67

 

$

0.36

 

Special items:

 

 

 

 

 

Restructuring charges

 

(0.02

)

 

Gain on sale of property

 

0.38

 

 

Income from continuing operations

 

1.03

 

0.36

 

Income (loss) from discontinued operations

 

0.00

 

(0.03

)

 

 

 

 

 

 

Net income

 

$

1.03

 

$

0.33

 

 

 

 

 

 

 

Weighted average number of basic shares outstanding

 

12,316,000

 

13,136,000

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before special items

 

$

0.57

 

$

0.35

 

 

 

 

 

 

 

Special items:

 

 

 

 

 

Restructuring charges

 

(0.02

)

 

Gain on sale of property

 

0.29

 

 

Income from continuing operations

 

0.84

 

0.35

 

Income (loss) from discontinued operations

 

0.00

 

(0.03

)

Net income

 

$

0.84

 

$

0.32

 

 

 

 

 

 

 

Weighted average number of diluted shares outstanding

 

15,818,000

 

13,407,000

 

 

5



 

 United Industrial Corporation & Subsidiaries

Consolidated Statements of Operations

(Dollars in Thousands)

(Unaudited)

 

 

 

Three Months Ended
March 31

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net sales

 

$

107,548

 

$

81,648

 

Cost of sales

 

81,505

 

64,161

 

Gross profit

 

26,043

 

17,487

 

Selling and administrative expenses

 

13,635

 

10,228

 

Asbestos litigation expense

 

90

 

 

Other operating expenses, net

 

80

 

96

 

Total operating income

 

12,238

 

7,163

 

Non-operating income and (expense):

 

 

 

 

 

Interest income

 

1,051

 

64

 

Interest expense

 

(1,828

)

(13

)

Gain on sale of property

 

7,152

 

 

 

Other income, net

 

636

 

134

 

 

 

7,011

 

185

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

19,249

 

7,348

 

Provision for income taxes

 

6,625

 

2,626

 

Income from continuing operations

 

12,624

 

4,722

 

Income (loss) from discontinued operations, net of income taxes

 

48

 

(475

)

Net income

 

12,672

 

4,247

 

 

 

 

 

 

 

Add (deduct) special items, net of tax:

 

 

 

 

 

Restructuring charges

 

267

 

 

Gain on sale of property

 

(4,649

)

 

 

 

 

 

 

 

(Income) loss from discontinued operations

 

(48

)

475

 

 

 

 

 

 

 

Net income before special items and discontinued operations

 

$

8,242

 

$

4,722

 

 

6



 

United Industrial Corporation & Subsidiaries

Results By Operating Segment

(Dollars in Thousands)

(Unaudited)

 

 

 

Three Months Ended
March 31

 

 

 

2005

 

2004

 

Net sales:

 

 

 

 

 

Defense

 

$

100,157

 

$

74,806

 

Energy

 

7,391

 

6,842

 

 

 

$

107,548

 

$

81,648

 

 

 

 

 

 

 

Pretax income (loss) from continuing operations:

 

 

 

 

 

Defense

 

$

19,447

 

$

7,189

 

Energy

 

175

 

404

 

Other

 

(373

)

(245

)

 

 

$

19,249

 

$

7,348

 

 

 

 

 

 

 

Bookings:

 

 

 

 

 

Defense

 

$

85,563

 

$

67,146

 

Energy

 

10,269

 

8,359

 

 

 

$

95,832

 

$

75,505

 

 

 

 

 

 

 

 

 

 

March 31,
2005

 

December  31,
2004

 

 

 

 

 

 

 

Funded backlog:

 

 

 

 

 

Defense

 

$

366,028

 

$

380,622

 

Energy

 

10,174

 

7,296

 

 

 

$

376,202

 

$

387,918

 

 

7



 

United Industrial Corporation & Subsidiaries

Non-GAAP Results By Operating Segment

(Dollars in Thousands)

(Unaudited)

 

 

 

Three Months Ended
March 31

 

 

 

2005

 

2004

 

Non-GAAP income from continuing operations before tax - excluding special items:

 

 

 

 

 

Defense

 

$

12,625

 

$

7,189

 

Energy

 

256

 

404

 

Other

 

(373

)

(245

)

 

 

12,508

 

7,348

 

Add (deduct) special items:

 

 

 

 

 

Defense:

 

 

 

 

 

Restructuring charges

 

(330

)

 

Gain on sale of property

 

7,152

 

 

Energy:

 

 

 

 

 

Restructuring charges

 

(81

)

 

GAAP income from continuing operations before tax

 

$

19,249

 

$

7,348

 

 

 

 

 

 

 

EBITDA (continuing operations):

 

 

 

 

 

Defense

 

$

21,309

 

$

8,034

 

Energy

 

211

 

478

 

Other

 

450

 

109

 

 

 

21,970

 

8,621

 

Add (deduct):

 

 

 

 

 

Depreciation and amortization

 

(1,944

)

(1,324

)

Interest (expense) income, net

 

(777

)

51

 

Provision for income taxes

 

(6,625

)

(2,626

)

Income from continuing operations

 

$

12,624

 

$

4,722

 

 

8



 

 

 

Three Months Ended
March 31

 

 

 

2005

 

2004

 

Free cash flow:

 

 

 

 

 

Cash provided by operating activities of continuing operations

 

$

16,526

 

$

8,341

 

Purchases of property and equipment

 

(7,994

)

(661

)

Proceeds from sale of property

 

7,555

 

 

Cash used in discontinued operations

 

(2,738

)

584

 

Free cash flow

 

$

13,349

 

$

8,264

 

 

9



 

United Industrial Corporation & Subsidiaries

Consolidated Balance Sheets

(Dollars in Thousands)

(Unaudited)

 

 

March 31
2005

 

December 31
2004

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

121,852

 

$

80,679

 

Securities pledged to creditors

 

 

124,626

 

Deposits and restricted cash

 

4,798

 

33,845

 

Trade receivables, net

 

50,497

 

46,658

 

Inventories

 

25,016

 

34,639

 

Prepaid expenses and other current assets

 

8,897

 

12,465

 

Assets of discontinued operations

 

12,293

 

13,545

 

Total current assets

 

223,353

 

346,457

 

Deferred income taxes

 

11,387

 

13,930

 

Other assets

 

11,572

 

11,953

 

Insurance receivable - asbestos litigation

 

20,343

 

20,343

 

Property and equipment, net

 

33,751

 

27,645

 

Total assets

 

$

300,406

 

$

420,328

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

958

 

$

958

 

Payable under securities loan agreement

 

 

124,619

 

Accounts payable

 

21,363

 

21,664

 

Accrued employee compensation and taxes

 

13,852

 

13,706

 

Other current liabilities

 

11,804

 

14,942

 

Liabilities of discontinued operations

 

14,527

 

18,566

 

Total current liabilities

 

62,504

 

194,455

 

Long-term debt

 

121,688

 

122,000

 

Postretirement benefit obligation, other than pension

 

22,232

 

22,942

 

Minimum pension liability

 

18,777

 

17,513

 

Reserve for asbestos litigation

 

31,852

 

31,852

 

Total liabilities

 

257,053

 

388,762

 

Shareholders’ Equity:

 

 

 

 

 

Preferred stock, par value $1.00 per share; 1,000,000 shares authorized; none issued and outstanding

 

 

 

Common stock, par value $1.00 per share; 30,000,000 shares authorized; 12,327,151 and 12,291,951 shares outstanding at March 31, 2005 and December 31, 2004, respectively (net of shares held in treasury)

 

14,374

 

14,374

 

Additional capital

 

83,964

 

84,296

 

Retained earnings (deficit)

 

14,938

 

3,499

 

Treasury stock, at cost, 2,046,997 and 2,082,197 shares at March 31, 2005 and December 31, 2004, respectively

 

(39,343

)

(40,019

)

Accumulated other comprehensive loss, net of tax

 

(30,580

)

(30,584

)

Total Shareholders’ Equity

 

43,353

 

31,566

 

Total liabilities and shareholders’ equity

 

$

300,406

 

$

420,328

 

 

10



 

United Industrial Corporation & Subsidiaries

Consolidated Cash Flows

(Dollars in thousands)

(Unaudited)

 

 

 

 

THREE MONTHS ENDED
MARCH 31,

 

 

 

2005

 

2004

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

12,672

 

$

4,247

 

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

 

 

 

 

 

(Income) loss from discontinued operations, net of taxes

 

(48

)

475

 

Depreciation and amortization

 

1,944

 

1,324

 

Pension expense

 

1,265

 

1,210

 

Gain on Sale of Property

 

(7,152

)

 

Deferred income taxes

 

2,833

 

(413

)

Income from equity investment in joint venture

 

(14

)

(15

)

Other, net

 

(742

)

(246

)

Changes in operating assets and liabilities:

 

 

 

 

 

(Increase) decrease in trade receivables

 

(3,839

)

2,031

 

Decrease (Increase) in inventories

 

9,623

 

(9,031

)

Decrease (Increase) in prepaid expenses and other current assets

 

3,278

 

(255

)

(Decrease) Increase in accounts payable, accruals, and other current liabilities

 

(3,294

)

9,014

 

Net cash provided by operating activities from continuing operations

 

16,526

 

8,341

 

Net cash (used in) provided by discontinued operations

 

(2,738

)

584

 

Net cash provided by operating activities

 

13,788

 

8,925

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of property and equipment

 

(7,994

)

(661

)

Proceeds from sale of available-for-sale securities

 

124,619

 

 

Proceeds from sale of property

 

7,555

 

 

Net cash provided by (used in) investing activities

 

124,180

 

(661

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of long-term debt

 

(334

)

 

Repayment of Collateral received in securities lending transaction

 

(124,619

)

 

Proceeds from exercise of stock options

 

344

 

1,166

 

Decrease in deposits and restricted cash

 

29,047

 

 

Purchases of treasury shares

 

 

(7,141

)

Dividends paid

 

(1,233

)

(1,316

)

Net cash used in financing activities

 

(96,795

)

(7,291

)

Increase in cash and cash equivalents

 

41,173

 

973

 

Cash and cash equivalents at beginning of year

 

80,679

 

24,138

 

Cash and cash equivalents at end of year

 

$

121,852

 

$

25,111

 

 

11


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