-----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, QVRua4ZJgRTVPe59pVdueekBLubVXT0AHWK0HzCqyKz0FN2DIrvtq+JRkmrqloJa vszcgx9IJvRVUI3S15F90Q== 0001104659-06-050070.txt : 20060801 0001104659-06-050070.hdr.sgml : 20060801 20060801075959 ACCESSION NUMBER: 0001104659-06-050070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 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: 1214 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04252 FILM NUMBER: 06992591 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 a06-17040_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  August 1, 2006

 

 

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 last report)

 

 

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

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 August 1, 2006, the Registrant issued a press release relating to its financial results for the quarter ended June 30, 2006.  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 attached 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.

(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed.

 

99.1

 

Press release dated August 1, 2006, announcing the Registrant’s financial results for the quarter ended June 30, 2006.

 

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 the undersigned thereunto duly authorized.

 

United Industrial Corporation

 

 

 

 

By:

/S/ JAMES H. PERRY

 

 

James H. Perry

 

 

Vice President

 

 

Chief Financial Officer and Controller

 

 

Date:  August 1, 2006

 

3



EX-99.1 2 a06-17040_1ex99d1.htm EX-99

Exhibit 99.1

UNITED INDUSTRIAL CORPORATION

 

Contact:

 

Stuart F. Gray

 

 

Treasurer

 

 

(410) 628-8686

 

UNITED INDUSTRIAL REPORTS

FINANCIAL RESULTS OF SECOND QUARTER 2006

Board of Directors Declares Dividend

HUNT VALLEY, MD, August 1, 2006 — United Industrial Corporation (NYSE: UIC) (the “Company”) today reported financial results for its second quarter ended June 30, 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 Second Quarter Ended June 30, 2006

Net sales for the second quarter of 2006 were $149.2 million, an increase of 24.4% over the second quarter of 2005.  The increase resulted primarily from support for a growing number of fielded Shadow® 200 Tactical Unmanned Aircraft Systems (“TUAS”) as well as higher production volume of these systems.

Operating income from continuing operations for the second quarter of 2006 increased 29.4% to $16.3 million, or 10.9% of sales, from $12.6 million, or 10.5% of sales, during the same period in 2005.  An increase in operating margins in the Energy segment in the second quarter of 2006 was partially offset by a decrease in operating margins in the Defense segment.  Further, the second quarter of 2006 includes stock based compensation expense of $0.8 million not included in the same period of 2005 resulting from the adoption of Statement of Financial Accounting Standard No. 123 Revised, Accounting for Stock Based Compensation (“SFAS 123R”) that was effective January 1, 2006.  The decrease in operating margins of the Defense segment was the result of higher pension expense of $0.7 million and product mix, in the second quarter of 2006 compared to the second quarter of 2005.  Further, the second quarter of 2005 experienced higher operating margins in the Defense segment on the initial full rate production contracts for the Shadow 200 TUAS due to production efficiencies realized and the favorable Joint Service Electronic Combat Systems Tester (“JSECST”) production programs.  These contracts were completed in 2005.

Net income from continuing operations for the second quarter of 2006 increased 27.4% to $10.6 million, or $0.74 per diluted share, from $8.3 million, or $0.60 per diluted share, during the same period in 2005.

Net income (including results of both continuing and discontinued operations) for the second quarter of 2006 increased 21.5% to $10.3 million, or $0.72 per diluted share, from $8.4 million, or $0.61 per diluted share, during the same period in 2005.

1




Financial Results By Operating Segment for the Second Quarter Ended June 30, 2006 - Continuing Operations

Defense Segment

Net sales from the Defense segment for the second quarter of 2006 increased ­­­­23.1% to $137.4 million from $111.6 million during the same period in 2005. The growth in net sales in the Defense segment was primarily related to the Shadow 200 TUAS program including a $10.0 million increase in Shadow 200 TUAS production volume, a $9.3 million increase in logistical support, and a $6.5 million increase in UAS engineering activities, and $2.8 million of other various increases, partially offset by a $2.8 million decrease in Test and Training.

The increased Shadow 200 TUAS production activity in 2006 was related to management’s decision to increase production capacity to address higher order volumes.  The increased Shadow 200 TUAS logistical support activity was due to the growing number of flight hours that resulted from an increasing number of fielded systems and utility, especially by those fielded by the U.S. Army in Operation Iraqi Freedom.

Operating income from the Defense segment for the second quarter of 2006 increased 15.3% to $13.5 million, or 9.8% of sales, from $11.7 million, or 10.5% of sales, during the same period in 2005. The decrease in the operating margin was largely due to higher pension expense of $0.7 million, resulting from greater employment and a lower discount rate used to calculate the present value of the pension obligation, and an increase in cost plus contracts, that generally result in lower operating margins than fixed price contracts, for the logistical support of a growing number of fielded TUAS.  Further, the second quarter of 2005 experienced higher operating margins due to production efficiencies realized on the initial full rate production contract for the TUAS and the favorable JSECST production programs.  These contracts were completed in 2005.

Energy Segment

Net sales from the Energy segment for the second quarter of 2006 increased 42.1% to $11.8 million from $8.3 million in the second 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.  Operating income from the Energy segment for the second quarter of 2006 increased 265.4% to $3.3 million, or 27.8% of sales, from $0.9 million, or 10.8% of sales, during the same period in 2005.  The operating margins improved as a result of restructuring activities completed in 2005.  The full benefits of the Energy segment’s restructuring plan including its outsourcing strategy for manufacturing activities were not fully realized until the fourth quarter of 2005.  Additionally, the economies of scale related to the higher sales volume levels in 2006, contributed to the increase in operating margin.

Financial Results for the Six Months Ended June 30, 2006

Net sales for the six months ended June 30, 2006 were $286.8 million, an increase of 26.1% over the same period in 2005.  The increase resulted primarily from support for a growing number of fielded Shadow 200 TUAS as well as higher production volume of these systems.

Operating income from continuing operations for the six months ended June 30, 2006 increased 26.5% to $31.4 million, or 11.0% of sales, from $24.9 million, or 10.9% of sales, during the same period in 2005.  An increase in operating margins in the Energy segment during the first six months of 2006 was partially offset by a decrease in operating margins in the Defense segment.  Further, the six months ended June 30, 2006 includes stock based compensation expense of $1.1 million not included in the same period of 2005 resulting from the adoption of SFAS 123R that was effective January 1, 2006.  The decrease in operating margins of the Defense segment was the result of higher pension expense of $1.5 million and product mix, in the six months ended June 30, 2006 compared to the six months ended June 30, 2005.  In the six months ended June 30, 2005 the Defense segment experienced higher operating margins on the initial full rate production contracts for the Shadow 200 TUAS due to production efficiencies realized and the favorable JSECST production programs.  These contracts were completed in 2005.

Net income from continuing operations for the six months ended June 30, 2006 decreased 7.2% to $19.4 million, or $1.43 per diluted share, from $20.9 million, or $1.44 per diluted share, during the same period in 2005.  The six months ended June 30, 2005 included a gain on sale of undeveloped property of $4.6 million, net of tax, or $0.30 per diluted share.

2




Net income (including results of both continuing and discontinued operations) for the six months ended June 30, 2006 decreased 10.9% to $18.8 million, or $1.39 per diluted share, from $21.1 million, or $1.45 per diluted share, during the same period in 2005.

The Company’s effective tax rate for the six months ended June 30, 2006, was 37.3% compared with 33.4% for the same period in 2005.  This was primarily the result of permanent differences fluctuations, including those related to the stock based compensation expense taken in 2006, and domestic production activity deductions.

Financial Results By Operating Segment for the Six Months Ended June 30, 2006 - Continuing Operations

Defense Segment

Net sales for the six months ended June 30, 2006 increased 25.7% to $266.1 million from $211.8 million during the same period in 2005. The growth in net sales in the Defense segment was primarily related to the Shadow 200 TUAS program including a $23.8 million increase in logistical support, a $19.6 million increase in Shadow 200 TUAS production volume, and a $11.3 million increase in UAS engineering activities, a $3.1 million increase generated by ESL, and $3.6 million of other various increases, partially offset by a $7.1 million decrease in Test and Training.

The increased Shadow 200 TUAS production activity in 2006 was related to management’s decision to increase production capacity to address higher order volumes.  The increased Shadow 200 TUAS logistical support activity was due to the growing number of flight hours that resulted from an increasing number of fielded systems and utility, especially by those fielded by the U.S. Army in Operation Iraqi Freedom.

Operating income for the six months ended June 30, 2006 increased 14.0% to $27.1 million, or 10.2% of sales, from $23.8 million, or 11.2% of sales, during the same period in 2005. The decrease in the operating margin was largely due to higher pension expense of $1.5 million, resulting from greater employment and a lower discount rate used to calculate the present value of the pension obligation, and an increase in cost plus contracts, that generally result in lower operating margins than fixed price contracts, for the logistical support of a growing number of fielded TUAS.  Further, the six months ended June 30, 2005 experienced higher operating margins due to production efficiencies realized on the initial full rate production contract for the TUAS and the favorable JSECST production program.  These contracts were completed in 2005.

Energy Segment

Net sales for the six months ended June 30, 2006 increased 32.0% to $20.7 million from $15.7 million in the same period 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.  Operating income from the Energy segment increased 397.7% to $5.0 million, or 24.1% of sales, from $1.0 million, or 6.4% of sales, during the same period in 2005.  The operating margins improved as a result of restructuring activities completed in 2005.  The full benefits of the Energy segment’s restructuring plan including its outsourcing strategy for manufacturing activities were not fully realized until the fourth quarter of 2005.  Additionally, the economies of scale related to the higher sales volume levels in 2006, contributed to the increase in operating margin.

Financial Results for Discontinued Operations

The loss from the Company’s discontinued transportation operations in the second quarter of 2006 was $0.3 million net of tax benefit, or $0.02 per diluted share, compared to income of $0.1 million, net of tax, or $0.01 per diluted share, during the same period in 2005.

The loss from the Company’s discontinued transportation operations in the six months ended June 30, 2006 was $0.6 million, net of tax benefit, or $0.04 per diluted share, compared to income of $0.2 million, net of tax, or $0.01 per diluted share, during the same period in 2005.

With respect to its investment in Electric Transit, Inc., as of April 2006, the Company’s subsidiary, AAI, satisfied all remaining guaranty obligations.  The majority of remaining expenses are attributable to ongoing litigation involving AAI’s claims under a labor and materials bond.

3




Funded New Orders and Funded Backlog

During the second quarter of 2006, the Company received $259.9 million of funded new orders for products and services, an increase of $35.3 million, or 15.7%, compared to $224.6 million during the same period in 2005. The orders in 2006 included $252.2 million in the Defense segment and $7.7 million in the Energy segment.

During the six months ended June 30, 2006, the Company received $443.1 million of funded new orders for products and services, an increase of $122.7 million, or 38.3%, compared to $320.4 million during the same period in 2005. The orders in 2006 included $419.3 million in the Defense segment and $23.8 million in the Energy segment.

Funded backlog for the Company’s continuing operations was $653.0 million at June 30, 2006, an increase of $157.1 million, or 31.7%, from $495.9 million at December 31, 2005.

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

Unmanned Aircraft Systems

·                  $118.1 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;

·                  $87.2 million from the U.S. Army for the production of nine additional Shadow 200 TUAS.

Services

·                  $10.9 million C-17 Aircraft Maintenance Trainer Upgrade;

·                  $10.1 million for Biological Detection Systems contractor logistic support;

·                  $7.0 million T-25 Aircraft Simulator for Electronic Combat Training refresh.

Acquisition

On June 19, 2006, the Company acquired Aerosonde Pty Ltd. and Aerosonde North America, Inc. in stock purchase transactions for an aggregate purchase price of $6.6 million, net of cash acquired, with additional consideration payable upon the achievement of certain milestones.  Aerosonde Pty Ltd. is a Victoria, Australia-based manufacturer and developer of Unmanned Aircraft Vehicles (“UAV”).  Aerosonde North America operates the Aerosonde UAV in support of research and development and weather forecasting requirements of U.S. based customers.  The operating results of Aerosonde have been included in the consolidated financial statements of the Company since June 19, 2006.

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 August 18, 2006 to stockholders of record at the close of business on August 11, 2006.

Conference Call Webcast

The Company will hold a simultaneous conference call and audio Webcast on Tuesday, August 1, 2006, at 10:00 a.m. (ET), to discuss financial results for its second quarter ended June 30, 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.

4




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.

5




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 June 30,

 

 

 

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

 

$

10,573

 

11,400,448

 

$

0.93

 

$

8,301

 

12,077,612

 

$

0.69

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options

 

 

399,259

 

 

 

 

410,267

 

 

 

3.75% Convertible Senior Notes

 

492

 

3,058,356

 

 

 

989

 

3,058,356

 

 

 

Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

11,065

 

14,858,063

 

$

0.74

 

$

9,290

 

15,546,235

 

$

0.60

 

 

 

 

Six Months Ended June 30,

 

 

 

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

 

$

19,428

 

11,345,420

 

$

1.71

 

$

20,925

 

12,196,224

 

$

1.72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options

 

 

416,578

 

 

 

 

426,328

 

 

 

3.75% Convertible Senior Notes

 

1,802

 

3,058,356

 

 

 

1,596

 

3,058,356

 

 

 

Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

21,230

 

14,820,354

 

$

1.43

 

$

22,521

 

15,680,908

 

$

1.44

 

 

6




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

 

 

Three Months Ended
June 30,

 

2006 vs 2005
Increase/(Decrease)

 

 

 

2006

 

2005

 

Amount

 

%

 

Net sales

 

$

149,215

 

$

119,928

 

$

29,287

 

24.4

 

Operating costs and expenses

 

132,890

 

107,312

 

25,578

 

23.8

 

Total operating income

 

16,325

 

12,616

 

3,709

 

29.4

 

Non-operating income and (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

1,092

 

698

 

394

 

56.4

 

Interest expense

 

(1,442

)

(1,390

)

(52

)

(3.7

)

Income from equity investment in joint venture

 

168

 

38

 

130

 

342.1

 

Other income, net

 

605

 

215

 

390

 

181.4

 

 

 

423

 

(439

)

862

 

196.4

 

Income from continuing operations before taxes

 

16,748

 

12,177

 

4,571

 

37.5

 

Provision for income taxes

 

6,175

 

3,876

 

2,299

 

59.3

 

Income from continuing operations

 

10,573

 

8,301

 

2,272

 

27.4

 

(Loss) income from discontinued operations, net of taxes

 

(314

)

145

 

(459

)

(316.6

)

Net income

 

$

10,259

 

$

8,446

 

$

1,813

 

21.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months EndedJune 30,

 

2006 vs 2005
Increase/(Decrease)

 

 

 

2006

 

2005

 

Amount

 

%

 

Net sales

 

$

286,834

 

$

227,476

 

$

59,358

 

26.1

 

Operating costs and expenses

 

255,397

 

202,622

 

52,775

 

26.0

 

Total operating income

 

31,437

 

24,854

 

6,583

 

26.5

 

Non-operating income and (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

2,181

 

1,749

 

432

 

24.7

 

Interest expense

 

(2,825

)

(3,218

)

393

 

(12.2

)

Gain on sale of property

 

 

7,152

 

(7,152

)

(100.0

)

Income from equity investment in joint venture

 

213

 

52

 

161

 

309.6

 

Other (loss) income, net

 

(15

)

837

 

(852

)

(101.8

)

 

 

(446

)

6,572

 

(7,018

)

(106.8

)

Income from continuing operations before taxes

 

30,991

 

31,426

 

(435

)

(1.4

)

Provision for income taxes

 

11,563

 

10,501

 

1,062

 

10.1

 

Income from continuing operations

 

19,428

 

20,925

 

(1,497

)

(7.2

)

(Loss) income from discontinued operations, net of taxes

 

(601

)

193

 

(794

)

(411.4

)

Net income

 

$

18,827

 

$

21,118

 

$

(2,291

)

(10.9

)

 

 

 

 

 

 

 

 

 

 

 

7




 

UNITED INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
 
(Dollars in thousands)

 

 

June 30,
2006

 

December 31,
2005

 

ASSETS

 

(Unaudited)

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

91,101

 

$

77,496

 

Marketable equity securities

 

 

11,617

 

Deposits and restricted cash

 

 

4,810

 

Trade receivables, net

 

97,416

 

69,284

 

Inventories

 

33,331

 

23,603

 

Prepaid expenses and other current assets

 

9,813

 

9,244

 

Assets of discontinued operations

 

12,532

 

12,428

 

Total current assets

 

244,193

 

208,482

 

Marketable equity securities

 

7,888

 

 

Deferred income taxes

 

13,526

 

12,835

 

Intangible assets, net

 

10,285

 

7,946

 

Goodwill

 

7,365

 

3,607

 

Other assets

 

6,336

 

6,602

 

Insurance receivable - asbestos litigation

 

20,186

 

20,186

 

Property and equipment — net

 

42,925

 

44,743

 

Total assets

 

$

352,704

 

$

304,401

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

995

 

$

964

 

Accounts payable

 

37,994

 

25,787

 

Accrued employee compensation and taxes

 

14,615

 

17,290

 

Other current liabilities

 

38,816

 

20,147

 

Liabilities of discontinued operations

 

12,583

 

13,287

 

Total current liabilities

 

105,003

 

77,475

 

Long-term debt

 

120,050

 

120,723

 

Post-retirement benefit obligation other than pension

 

18,918

 

19,409

 

Minimum pension liability

 

32,329

 

28,448

 

Accrual for asbestos obligations

 

31,450

 

31,450

 

Other liabilities

 

1,844

 

1,374

 

Total liabilities

 

309,594

 

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;

 

 

 

 

 

11,420,539 and 11,279,379 shares outstanding at June 30, 2006

 

 

 

 

 

and December 31, 2005, respectively (net of shares in treasury)

 

14,374

 

14,374

 

Additional capital

 

84,910

 

83,799

 

Retained earnings

 

56,276

 

39,724

 

Treasury stock, at cost; 2,953,609 and 3,094,769 shares at

 

 

 

 

 

June 30, 2006 and December 31, 2005, respectively

 

(73,362

)

(76,868

)

Accumulated other comprehensive loss, net of tax

 

(39,088

)

(35,507

)

Total shareholders’ equity

 

43,110

 

25,522

 

Total liabilities and shareholders’ equity

 

$

352,704

 

$

304,401

 

 

8




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

 

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

18,827

 

$

21,118

 

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

 

 

 

 

 

Loss (income) from discontinued operations, net of tax

 

601

 

(193

)

Debt issuance cost and deferred financing fees

 

644

 

491

 

Depreciation and amortization

 

5,448

 

4,010

 

Stock based compensation

 

1,144

 

 

Gain on sale of property

 

 

(7,152

)

Deferred income tax (benefit) provision

 

(636

)

2,816

 

Income from equity investment in joint venture

 

(213

)

(52

)

Excess tax benefit from stock based compensation

 

(1,059

)

 

Other, net

 

346

 

(1,309

)

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in trade receivables

 

(28,132

)

(12,670

)

(Increase) decrease in inventories

 

(9,478

)

12,362

 

Decrease in prepaid expenses and other current assets

 

238

 

3,030

 

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

 

31,995

 

(1,199

)

Net cash provided by operating activities from continuing operations

 

19,725

 

21,252

 

Net cash used in operating activities by discontinued operations

 

(1,409

)

(2,596

)

Net cash provided by operating activities

 

18,316

 

18,656

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of property and equipment

 

(3,526

)

(12,591

)

Proceeds from sale of available for sale securities

 

 

124,626

 

Purchase of marketable equitable securities

 

 

(12,684

)

Business acquisition, net of cash acquired

 

(6,556

)

(9,883

)

Proceeds from sale of property

 

 

7,555

 

Net cash (used in) provided by investing activities

 

(10,082

)

97,023

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of long-term debt

 

(642

)

(638

)

Repayment of collateral received in securities lending transaction

 

 

(124,619

)

Proceeds from exercise of stock options

 

2,414

 

1,208

 

Excess tax benefit from stock based compensation

 

1,059

 

 

Purchase of treasury shares

 

 

(24,978

)

Decrease in deposits and restricted cash

 

4,810

 

29,046

 

Dividends paid

 

(2,270

)

(2,465

)

Net cash provided by (used in) financing activities

 

5,371

 

(122,446

)

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

13,605

 

(6,767

)

Cash and cash equivalents at beginning of period

 

77,496

 

80,679

 

Cash and cash equivalents at end of period

 

$

91,101

 

$

73,912

 

 

9




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

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Net sales

 

 

 

 

 

 

 

 

 

Defense

 

$

137,400

 

$

111,614

 

$

266,101

 

$

211,771

 

Energy

 

11,815

 

8,314

 

20,733

 

15,705

 

 

 

$

149,215

 

$

119,928

 

$

286,834

 

$

227,476

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) from continuing operations:

 

 

 

 

 

 

 

 

 

Defense

 

$

13,487

 

$

11,701

 

$

27,142

 

$

23,819

 

Energy

 

3,285

 

899

 

4,992

 

1,003

 

Other

 

(447

)

16

 

(697

)

32

 

 

 

$

16,325

 

$

12,616

 

$

31,437

 

$

24,854

 

 

 

 

 

 

 

 

 

 

 

Funded New Orders

 

 

 

 

 

 

 

 

 

Defense

 

$

252,191

 

$

215,286

 

$

419,269

 

$

300,851

 

Energy

 

7,694

 

9,273

 

23,838

 

19,542

 

 

 

$

259,885

 

$

224,559

 

$

443,107

 

$

320,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

2006

 

2005

 

Funded backlog

 

 

 

 

 

Defense

 

$

641,584

 

$

487,366

 

Energy

 

11,460

 

8,499

 

 

 

$

653,044

 

$

495,865

 

 

10




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

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

EBITDA (continuing operations):

 

 

 

 

 

 

 

 

 

Defense

 

$

16,212

 

$

14,094

 

$

32,694

 

$

35,403

 

Energy

 

3,342

 

942

 

5,091

 

1,153

 

Other

 

178

 

(101

)

(702

)

349

 

 

 

19,732

 

14,935

 

37,083

 

36,905

 

Add (deduct):

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

(2,634

)

(2,066

)

(5,448

)

(4,010

)

Interest (expense) income, net

 

(350

)

(692

)

(644

)

(1,469

)

Provision for income taxes

 

(6,175

)

(3,876

)

(11,563

)

(10,501

)

Income from continuing operations

 

$

10,573

 

$

8,301

 

$

19,428

 

$

20,925

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Free cash flow (continuing operations):

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

11,369

 

$

4,726

 

$

19,725

 

$

21,252

 

Purchases of property and equipment

 

(2,060

)

(4,597

)

(3,526

)

(12,591

)

Proceeds from sale of property

 

 

 

 

7,555

 

Free cash flow continuing operations

 

$

9,309

 

$

129

 

$

16,199

 

$

16,216

 

 

 

11



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