EX-99.1 2 a06-11292_1ex99d1.htm EX-99

Exhibit 99.1

UNITED INDUSTRIAL CORPORATION

Contact:

Stuart F. Gray

 

 

Treasurer

 

 

(410) 628-8686

 

 

UNITED INDUSTRIAL REPORTS
NET INCOME OF $8.6 MILLION ON REVENUE OF $137.6 MILLION
IN THE FIRST QUARTER OF 2006

Board of Directors Declares Dividend

HUNT VALLEY, MD, MAY 8, 2006 — United Industrial Corporation (NYSE: UIC) (the “Company”) today reported financial results for its first quarter ended March 31, 2006. The continuing operations of the Company consist of two business segments: Defense and Energy. The Company designs, produces, and supports defense systems. Its products and services include unmanned aircraft 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. The operations of the Defense and Energy segments are conducted principally through two wholly owned subsidiaries, AAI Corporation and its subsidiaries (“AAI”) and Detroit Stoker Company (“Detroit Stoker”), respectively.

Financial Results for the First Quarter Ended March 31, 2006

Net sales from continuing operations increased 28.0% to $137.6 million from $107.5 million during the same period in 2005.

Operating income from continuing operations increased 23.5% to $15.1 million, or 11.0% of sales, from $12.2 million, or 11.4% of sales, during the same period in 2005.

Net income from continuing operations decreased 29.9% to $8.9 million, or $0.69 per diluted share, from $12.6 million, or $0.84 per diluted share, during the same period in 2005. The first quarter of 2005 included a gain on sale of undeveloped property of $4.7 million, net of tax, or $0.29 per diluted share. In the first quarter of 2006, net income included the effect of expensing stock option compensation of $0.4 million, net of tax, or $0.02 per diluted share. In addition, other expense included a $0.4 million, net of tax, increase in the fair value of an embedded derivative related to the $120 million 3.75% Convertible Notes issued in September 2004, which had no impact on earnings per diluted share.

Net income (including results of both continuing and discontinued operations) decreased 32.4% to $8.6 million, or $0.67 per diluted share, from $12.7 million, or $0.84 per diluted share, during the same period in 2005.

Financial Results By Operating Segment for the First Quarter Ended March 31, 2006 - Continuing Operations

Net sales from the Defense segment increased 28.5% to $128.7 million from $100.2 million during the same period in 2005.  The growth was primarily due to $14.5 million greater logistical support for an increasing number of fielded Shadow 200® Tactical Unmanned Aircraft Systems (“TUAS”), a $10.1 million increase in production of these systems, and $2.9 million

1




generated by ESL Defence Limited, an electronic warfare systems company based in the United Kingdom, acquired in April 2005.

Operating income from the Defense segment increased 12.7% to $13.7 million, or 10.6% of sales, from $12.1 million, or 12.1% of sales, during the same period in 2005. The decrease in the operating margin was largely due to an increase in the level of services based sales, that generally earn lower margins, resulting primarily from higher logistical support for fielded Shadow 200 TUAS. Further, the first quarter of 2005 experienced higher margins due to production efficiencies realized on the initial full rate production contract for the Shadow 200 TUAS and the favorable Joint Service Electronic Combat Systems Tester (“JSECST”) production program. These contracts were completed in 2005. Also contributing to the lower margin in 2006 was higher pension expense of $0.7 million, due generally to greater employment and a lower discount rate.

Net sales from the Energy segment increased 20.7% to $8.9 million from $7.4 million in the first quarter of 2005. The increase was primarily driven by higher demand for its alternative fuel products, such as coal and wood burning stokers, in response to recent high and volatile prices for oil and natural gas. The Energy segment’s operating income increased to $1.7 million from $0.1 million during the same period in 2005. The increase in operating income was due to increased sales and profit margins in 2006. The improved margins were a result of the restructuring activities in 2005.

 

Financial Results for Discontinued Operations

The loss from the Company’s discontinued transportation operations in the first quarter of 2006 was $287,000, net of tax benefit, or $0.02 per diluted share, compared to income of $48,000, net of tax, or $0.00 per diluted share, during the same period in 2005. With respect to its investment in Electric Transit, Inc. (ETI), as of April 2006, the Company’s AAI subsidiary satisfied all remaining guaranty obligations, with the majority of remaining expenses attributable to ongoing litigation involving AAI’s recovery of payments (and other claims) under a labor and materials bond.

 

Funded New Orders and Funded Backlog

During the first quarter of 2006, the Company received $183.2 million of funded new orders for products and services, an increase of $87.4 million, or 91.2%, compared to $95.8 million during the same period in 2005. The orders in 2006 included $167.1 million in the Defense segment and $16.1 million in the Energy segment.

Funded backlog for the Company’s continuing operations was $541.4 million at March 31, 2006, an increase of $45.5 million, or 9.2%, from $495.9 million at December 31, 2005.

The Company’s funded new orders in the first quarter of 2006 included among others the following awards:

Unmanned Aircraft Systems (UAS)

·                  $68.5 million for the continuation and expansion of the Shadow 200 TUAS logistical support activities for delivered Shadow 200 TUAS systems including systems deployed in Operation Iraqi Freedom;

·                  $15.0 million for the Extended Range Multi Purpose Unmanned Aircraft Systems Design and Development program;

·                  $7.3 million for TUAS Engineering Services;

Services

·                  $37.1 million for F-22 Raptor Maintenance Training Devices;

·                  $5.7 million for Biological Detection Systems modifications;

Test

·                  $5.6 million for JSECST Lot 4 production.

2




Recent New Orders

·                  In early May, the Company received a fully-funded $87 million order from its U.S. Army customer for the fourth consecutive full-rate production contract for nine additional Shadow 200 TUAS.

·                  In early May, the Company also received a $105 million order from its U.S. Army customer, of which $67.6 million has been funded, to continue providing logistics support for the 43 Shadow systems currently fielded, as well as the refurbishment of systems returning from deployment.

Dividend Declaration

The Company also announced today that its Board of Directors has declared a dividend of $0.10 a share on its Common Stock, payable May 25, 2006 to stockholders of record at the close of business on May 18, 2006.

 

Conference Call Webcast

The Company will hold a simultaneous conference call and audio Webcast on Monday, May 8, 2006, at 10:00 a.m. (ET), to discuss financial results for its first quarter ended March 31, 2006. 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.earnings.com. Following the call, the webcast will be archived for a period of approximately three months and available at www.unitedindustrial.com or at www.earnings.com.

 

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”), the Company discloses EBITDA (earnings before interest, taxes, depreciation, and amortization), which is 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 EBITDA and Free Cash Flow are 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. The measures allow investors, analysts, lenders and other parties to better evaluate the Company’s financial performance and prospects in the same manner as management. 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 press release.

 

Forward-Looking Information

Except for the historical information contained herein, information set forth in this press 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 and other documents as filed with the Securities and Exchange Commission.

3




United Industrial Corporation & Subsidiaries
Consolidated Earnings Per Share
(Unaudited)

Basic earnings per share for all periods presented was computed by dividing net earnings for the respective period by the weighted average number of shares of the Company’s par value $1.00 per share common stock (“Common Stock”) outstanding during the period. Diluted earnings per share was computed by dividing (i) net earnings during the period, adjusted to add back the after-tax interest and other charges incurred on the Company’s $120,000,000 aggregate principal amount of 3.75% convertible senior notes due September 15, 2024 (“3.75% Convertible Senior Notes”), by (ii) the weighted average number of shares of Common Stock outstanding during the period, adjusted to add the weighted average number of potential dilutive common shares that would have been outstanding upon the assumed exercise of stock options using the treasury stock method and conversion of the 3.75% Convertible Senior Notes for Common Stock.

Basic and diluted earnings per share amounts for continuing operations were computed as follows:

 

 

Three Months Ended March 31,

 

 

 

2006

 

2005

 

(Dollars in thousands, except per share data)

 

Earnings

 

Shares

 

Per
Share

 

Earnings

 

Shares

 

Per
Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

8,855

 

11,289,402

 

$

0.78

 

$

12,624

 

12,316,153

 

$

1.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options

 

 

429, 694

 

 

 

 

443,849

 

 

 

3.75% Convertible Senior Notes

 

1,310

 

3,058,356

 

 

 

606

 

3,058,356

 

 

 

Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

10,165

 

14,777,452

 

$

0.69

 

$

13,230

 

15,818,358

 

$

0.84

 

 

4




United Industrial Corporation & Subsidiaries
Consolidated Statements of Operations
(Dollars in Thousands)
(Unaudited)

 

 

Three Months Ended

 

2006 vs 2005

 

 

 

March 31,

 

Increase/(Decrease)

 

 

 

2006

 

2005

 

Amount

 

%

 

Net sales

 

$

137,619

 

$

107,548

 

$

30,071

 

28.0

 

Operating costs and expenses

 

122,507

 

95,310

 

27,197

 

28.5

 

Total operating income

 

15,112

 

12,238

 

2,874

 

23.5

 

Non-operating income and (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

1,089

 

1,051

 

38

 

3.6

 

Interest expense

 

(1,383

)

(1,828

)

445

 

24.3

 

Gain on sale of property

 

 

7,152

 

(7,152

)

(100.0

)

Income from equity investment in joint venture

 

45

 

14

 

31

 

221.4

 

Other income, net

 

(620

)

622

 

(1,242

)

(199.7

)

 

 

(869

)

7,011

 

(7,880

)

(112.4

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before taxes

 

14,243

 

19,249

 

(5,006

)

(26.0

)

Provision for income taxes

 

(5,388

)

(6,625

)

1,237

 

18.7

 

Income from continuing operations

 

8,855

 

12,624

 

(3,769

)

(29.9

)

Income from discontinued operations, net of taxes

 

(287

)

48

 

(335

)

(697.9

)

Net income

 

$

8,568

 

$

12,672

 

$

(4,104

)

(32.4

)

 

5




United Industrial Corporation & Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)

 

 

March 31,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

86,713

 

$

77,496

 

Marketable equitable securities

 

14,692

 

11,617

 

Deposits and restricted cash

 

2,515

 

4,810

 

Trade receivables, net

 

71,659

 

69,284

 

Inventories

 

33,611

 

23,603

 

Prepaid expenses and other current assets

 

8,533

 

9,244

 

Assets of discontinued operations

 

12,496

 

12,428

 

Total current assets

 

230,219

 

208,482

 

Deferred income taxes

 

12,771

 

12,835

 

Intangible assets

 

7,824

 

7,946

 

Goodwill

 

3,646

 

3,607

 

Other assets

 

6,223

 

6,602

 

Insurance receivable — asbestos litigation

 

20,186

 

20,186

 

Property and equipment, net

 

43,317

 

44,743

 

Total assets

 

$

324,186

 

$

304,401

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

988

 

$

964

 

Accounts payable

 

29,940

 

25,787

 

Accrued employee compensation and taxes

 

16,675

 

17,290

 

Other current liabilities

 

22,636

 

20,147

 

Liabilities of discontinued operations

 

13,136

 

13,287

 

Total current liabilities

 

83,375

 

77,475

 

Long-term debt

 

120,378

 

120,723

 

Post-retirement benefit obligation, other than pension

 

19,121

 

19,409

 

Minimum pension liability

 

30,437

 

28,448

 

Accrual for asbestos obligations

 

31,450

 

31,450

 

Other long-term liabilities

 

2,011

 

1,374

 

Total liabilities

 

286,772

 

278,879

 

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; 11,355,543 and 11,279,379 shares outstanding at March 31, 2006, and December 31, 2005, respectively (net of shares held in treasury)

 

14,374

 

14,374

 

Additional capital

 

84,255

 

83,799

 

Retained earnings

 

47,163

 

39,724

 

Treasury stock, at cost, 3,018,605 and 3,094,769 shares at March 31, 2006 and December 31, 2005, respectively

 

(74,976

)

(76,868

)

Accumulated other comprehensive loss, net of tax

 

(33,402

)

(35,507

)

Total shareholders’ equity

 

37,414

 

25,522

 

Total liabilities and shareholders’ equity

 

$

324,186

 

$

304,401

 

 

6




United Industrial Corporation & Subsidiaries
Statements of Consolidated Cash Flows
(Dollars in Thousands)
(Unaudited)

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

8,568

 

$

12,672

 

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

 

 

 

 

 

Loss (income) from discontinued operations, net of tax

 

287

 

(48

)

Debt issuance cost and deferred financing fees

 

309

 

244

 

Depreciation and amortization

 

2,814

 

1,944

 

Stock based compensation

 

362

 

 

Gain on sale of property

 

 

 

(7,152

)

Deferred income taxes

 

(131

)

2,833

 

Income from equity investment in joint venture

 

(45

)

(14

)

Excess tax benefit from stock based compensation

 

(764

)

 

Other, net

 

40

 

(276

)

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in trade receivables

 

(2,375

)

(3,839

)

(Increase) decrease in inventories

 

(9,758

)

9,623

 

(Increase) decrease in prepaid expenses and other current assets

 

(43

)

3,278

 

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

 

9,092

 

(2,739

)

Net cash provided by operating activities from continuing operations

 

8,356

 

16,526

 

Net cash used in operating activities by discontinued operations

 

(506

)

(2,738

)

Net cash provided by operating activities

 

7,850

 

13,788

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of property and equipment

 

(1,466

)

(7,994

)

Proceeds from sale of available for sale securities

 

 

124,619

 

Proceeds from sale of property

 

 

7,555

 

Net cash (used in) provided by investing activities

 

(1,466

)

124,180

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of long-term debt

 

(321

)

(334

)

Repayment of collateral received in securities lending transaction

 

 

(124,619

)

Proceeds from exercise of stock options

 

1,222

 

344

 

Excess tax benefit from stock based compensation

 

764

 

 

Decrease in deposits and restricted cash

 

2,295

 

29,047

 

Dividends paid

 

(1,127

)

(1,233

)

Net cash provided by (used in) financing activities

 

2,833

 

(96,795

)

 

 

 

 

 

 

Increase in cash and cash equivalents

 

9,217

 

41,173

 

Cash and cash equivalents at beginning of period

 

77,496

 

80,679

 

Cash and cash equivalents at end of period

 

$

86,713

 

$

121,852

 

 

7




United Industrial Corporation & Subsidiaries
Results By Operating Segment
(Dollars in Thousands)
(Unaudited)

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2006

 

2005

 

Net sales

 

 

 

 

 

Defense

 

$

128,701

 

$

100,157

 

Energy

 

8,918

 

7,391

 

 

 

$

137,619

 

$

107,548

 

 

 

 

 

 

 

Operating income (loss) from continuing operations:

 

 

 

 

 

Defense

 

$

13,655

 

$

12,118

 

Energy

 

1,707

 

104

 

Other

 

(250

)

16

 

 

 

$

15,112

 

$

12,238

 

 

 

 

 

 

 

Funded New Orders

 

 

 

 

 

Defense

 

$

167,078

 

$

85,563

 

Energy

 

16,144

 

10,269

 

 

 

$

183,222

 

$

95,832

 

 

 

 

March 31,
2006

 

December 31,
2005

 

Funded backlog

 

 

 

 

 

Defense

 

$

525,743

 

$

487,366

 

Energy

 

15,705

 

8,499

 

 

 

$

541,448

 

$

495,865

 

 

8




United Industrial Corporation & Subsidiaries
Non-GAAP Financial Data
(Dollars in Thousands)
(Unaudited)

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

EBITDA (continuing operations):

 

 

 

 

 

Defense

 

$

16,482

 

$

21,309

 

Energy

 

1,749

 

211

 

Other

 

(880

)

450

 

 

 

17,351

 

21,970

 

Add (deduct):

 

 

 

 

 

Depreciation and amortization

 

(2,814

)

(1,944

)

Interest (expense) income, net

 

(294

)

(777

)

Provision for income taxes

 

(5,388

)

(6,625

)

Income from continuing operations

 

$

8,855

 

$

12,624

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2006

 

2005

 

Free cash flow (continuing operations):

 

 

 

 

 

Cash provided by operating activities

 

$

8,356

 

$

16,526

 

Purchases of property and equipment

 

(1,466

)

(7,994

)

Proceeds from sale of property

 

 

7,555

 

Free cash flow continuing operations

 

$

6,890

 

$

16,087

 

 

9