-----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, VkQlIHxTM46IfgRH/ohOlHnkiHxtI2KQJ4Yad60/gsyWpdd4+AW/2JhBobko357V Tw3NY5aS5oSOKdFZw9pG5Q== 0000950152-02-001569.txt : 20020415 0000950152-02-001569.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950152-02-001569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020306 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 02569876 BUSINESS ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: ANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9163554000 MAIL ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: ANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 8-K 1 l93219ae8-k.txt GENCORP INC. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 6, 2002 GenCorp Inc. -------------------------------------------- (Exact Name of Registrant as Specified in Charter)
Ohio 1-1520 34-0244000 (State or Other Jurisdiction (Commission File IRS Employer of Incorporation) Number) Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California 95670 (Address of Principal Executive Offices) (Zip Code) P.O. Box 537012, Sacramento, California 95853-7012 (Mailing Address) (Zip Code) Registrant's telephone number, including area code (916) 355-4000 ITEM 7. EXHIBITS
Table Exhibit Item No. Exhibit Description Number 99 GenCorp Inc.'s press release dated March 7, 2002, 99.1 which stated that GenCorp yesterday held its analyst conference call for fourth quarter/ full year 2001 earnings and restatement of financial results for prior year 2001 quarters and fiscal years 2000 and 2001. Among a number of items addressed, management indicated that pre-tax pension income flowing through the income statement is expected to be approximately $39 million in fiscal year 2002. Management also announced during the call that William Purdy, Jr., has been appointed as President of Real Estate for the Company. 99 GenCorp Inc.'s press release dated March 6, 2002, in 99.2 which GenCorp announced fourth quarter results and full year 2001 earnings per diluted share of $3.00. The Company also announced that it is restating financial results for the first nine months of 2001, ended August 31, and the years 2000 and 1999, resulting from the completion of a review of certain accounting issues at its GDX Automotive segment.
ITEM 9. REGULATION FD DISCLOSURE Attached hereto as Exhibit 99.1 and incorporated herein by this reference is the text of the registrant's press release which was issued on March 7, 2002. Exhibit 99.1 is a GenCorp Inc. press release dated March 7, 2002, which stated that GenCorp yesterday held its analyst conference call for fourth quarter/ full year 2001 earnings and restatement of financial results for prior year 2001 quarters and fiscal years 2000 and 2001. Among a number of items addressed during the conference call, management indicated, in response to a question, that pre-tax pension income flowing through the income statement is expected to be approximately $39 million in fiscal year 2002. Management also announced during the call that William Purdy, Jr., has been appointed as President of Real Estate for the Company, effective March 15, 2002. Attached hereto as Exhibit 99.2 and incorporated herein by this reference is the text of the registrant's press release which was issued on March 6, 2002. Exhibit 99.2 is a GenCorp Inc. press release dated March 6, 2002 in which GenCorp announced fourth quarter results and full year 2001 earnings per diluted share of $3.00. The Company also announced that it is restating financial results for the first nine months of 2001, ended August 31, and the years 2000 and 1999, resulting from the completion of a review of certain accounting issues at its GDX Automotive segment. Financial results and comparisons reflect restated results. All earnings per share amounts are tax-effected. 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. GENCORP INC. By: /s/ William R. Phillips Name: William R. Phillips Title: Senior Vice President, Law, General Counsel and Secretary Dated: March 7, 2002 EX-99.1 3 l93219aex99-1.txt EXHIBIT 99.1 Exhibit 99.1 [GENCORP LOGO] Rosemary B. Younts Sr. VP, Communications (916) 351-8650 (916) 804-7820 NEWS RELEASE Yasmin Seyal Sr. VP, Finance (916) 351-8585 FOR IMMEDIATE RELEASE GENCORP ANNOUNCES APPOINTMENT OF NEW REAL ESTATE PRESIDENT DURING ANALYST CONFERENCE CALL ON EARNINGS SACRAMENTO, CALIFORNIA, March 7, 2002 - GenCorp (NYSE: GY) has announced that William Purdy, Jr. has been appointed as President of Real Estate for the Company, effective March 15, 2002. The announcement was made during the Company's analyst conference call held yesterday for fourth quarter/full year 2001 earnings and restatement of financial results for prior quarters in 2001 and fiscal years 2000 and 1999. Purdy was previously the Managing Director of Development for Transwestern Property Company of Houston, TX. He brings over 25 years of experience in all aspects of real estate and land development to this newly created position. "I am very pleased to welcome Bill to GenCorp. His expertise comes at a highly opportune time when real estate strategies related to our substantial property holdings in Sacramento are just evolving. Bill will be responsible for defining and implementing development opportunities that will allow us to utilize our real estate assets in ways that create the greatest value for our shareholders," said Bob Wolfe, Chairman and CEO. While with Transwestern, Purdy oversaw all aspects of principal development for projects involving 2.6 million square feet of industrial, 2.9 million square feet of office and significant retail space, located in eight states, including California and Washington D.C. He successfully raised $450 million of capital from joint venture partners and lenders. Prior to Transwestern, Purdy was President and Chief Executive Officer for Metropolitan Structures in Chicago, IL, from 1974 to 1995, responsible for asset management, strategic planning, partner relationships, lender negotiations, as well as project design and construction. From 1970 to 1974, he served as General Manager, Southwest Region Realty Group for Boise Cascade Corporation. A 1966 graduate in Engineering from Rensselaer Polytechnic Institute, Purdy holds an MBA from Harvard Business School. Purdy joins GenCorp just after the Company received federal and state regulatory approval this past December of an agreement that, in addition to modernizing and streamlining the Aerojet Sacramento Superfund process, will carve out approximately 2,600 acres of clean land from the Superfund site designation. The agreement is expected to be approved by the U.S. Federal District Court in Sacramento as early as April of this year. The 2,600 acres are uniquely located along a major highway corridor in East Sacramento County and represent one of the largest remaining tracts of developable land in a region that is among the top ten growth and investment communities in the U.S. It is ideally suited, and already entitled for office, commercial and light industrial development. The analyst call was broadcast live on the Internet over the Company's Web site, www.GenCorp.com. A replay of the conference call will be available through March 14, 2002. The Company's earnings release was issued earlier that morning, and a copy can be obtained on the GenCorp Web site or by calling Christina Perez at 916-355-6956. Among other matters discussed at the conference call were: - - Management provided an estimate for fiscal year 2002 earnings per share in the range of $0.90 to $1.00, and said additional guidance for 2002 would be provided when first quarter earnings results are issued later in March. - - Management projected an effective income tax rate for fiscal year 2002 of 39 percent. - - In response to a question, management indicated that pre-tax pension income flowing through the income statement is expected to be approximately $39 million in fiscal year 2002. FORWARD-LOOKING STATEMENTS This release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements in this release and in subsequent discussions with the Company's management, other than historical information, may be deemed to be forward-looking statements. A variety of factors, which are listed in the forward-looking statements section of Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2000 Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q for the Quarter Ended August 31, 2001, both of which have been filed with the U.S. Securities and Exchange Commission, could cause actual results or outcomes to differ materially from those expected by the Company and expressed in the Company' forward-looking statements. Such factors include, but are not limited to: - - The reaction of the Company's employees, shareholders, customers and lenders to the restatement of certain of the Company's financial statements, including any litigation arising out of such restatement; - - The ability of the Company to secure additional financing; - - General economic conditions and trends affecting the Company's markets and product offerings; - - Changes in the short-term and long-term plans of major customers and potential customers; - - Governmental and regulatory policies, including environmental regulations, and increases in the amount or timing of environmental remediation and compliance costs; - - An unexpected adverse result in the toxic tort or other litigation, proceeding or investigation pending against the Company; - - The Company's acquisition, disposition and joint venture activities; - - Vehicle sales and production rates of major automotive programs in the U.S. and abroad, particularly vehicles for which the Company supplies components; - - Department of Defense, NASA and other funding for certain aerospace programs; - - Future funding for commercial launch vehicles; - - The ability of the Company to achieve the anticipated savings from restructuring and other financial management programs; - - The ability of the Company to successfully complete the entitlement process and related pre-development activities for its real estate in Northern California; - - The market for the Company's real estate in Northern California; - - Fluctuations in exchange rates of foreign currencies and other risks associated with foreign operations; - - The ability of the Company to satisfy contract performance criteria, including due dates; - - The ability of the Company to maintain a high level of product performance, particularly related to the continued success of the Company's launch vehicle platforms; - - An adverse decision in any patent infringement suit, or settlement of a patent infringement suit impacting Aerojet Fine Chemicals' right to utilize new technology; - - Intensified competition from the Company's competitors; - - Pricing pressures from the Company's major customers, particularly in the GDX Automotive segment; - - The ability of the Company to successfully defend its position that there are no purchase price adjustments for Aerojet's EIS business, a business which was sold to Northrop Grumman in 2001; - - Potential liabilities which could arise from any release or explosion of dangerous materials; - - Work stoppages at a Company facility or in the facility of one of the Company's significant customers; and, - - Cost escalation and availability of power in Northern California. Additional risk factors are included in the Company's Fiscal Year Form 10-K filed with the Securities and Exchange Commission on March 6, 2002 and may be described from time to time in the Company's other filings with the U.S. Securities and Exchange Commission. All such risk factors are difficult to predict, contain material uncertainties that may affect actual results, and may be beyond the Company's control. GenCorp is a technology-based manufacturer with leading positions in the aerospace and defense, pharmaceutical fine chemicals and automotive industries. Additional information about GenCorp can be obtained by visiting the Company's web-site at http://www.GenCorp.com. ### EX-99.2 4 l93219aex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 [GENCORP LOGO] Rosemary B. Younts Sr. VP, Communications (916) 351-8650 (916) 804-7820 News Release YASMIN SEYAL Sr. VP, Finance (916) 351-8585 FOR IMMEDIATE RELEASE GenCorp Reports 2001 Earnings Per Diluted Share of $3 and Restates Prior Quarters in 2001 and Fiscal Years 2000 and 1999 SACRAMENTO, CALIFORNIA, March 6, 2002 - GenCorp today announced fourth quarter results and full year 2001 earnings per diluted share of $3.00. The Company also announced that it is restating financial results for the first nine months of 2001, ended August 31, and the years 2000 and 1999, resulting from the completion of a review of certain accounting issues at its GDX Automotive segment. Financial results and comparisons reflect restated results. All earnings per share amounts are tax-effected. Fourth Quarter - Full Year 2001 Results For fiscal year 2001, income from continuing operations was $128 million or $3.00 per diluted share compared to $52 million or $1.23 per diluted share for fiscal year 2000. Income in 2001 included a pre-tax gain on the sale of the Company's EIS business of $206 million ($2.95 per diluted share); a write-down and accrual totaling $48 million ($0.69 per diluted share) related to Aerojet's participation as a propulsion supplier to a commercial launch vehicle program; restructuring charges totaling $40 million ($0.57 per diluted share); and a $9 million expense representing the portion of a tax refund that will be repaid to the Company's defense customer ($0.13 per diluted share). In total, these non-recurring items and other smaller non-recurring items described later in this release, provided $1.58 to earnings per share in 2001. Full year segment operating income, excluding unusual items and restructuring charges, was $113 million, versus $119 million in 2000. The Company's effective tax rate was 32% and was positively impacted by several settlements resulting in tax refunds throughout 2001. This compares to an effective rate of 40% for FY 2000. Revenues for fiscal year 2001 were $1.49 billion compared to $1.05 billion in 2000, a 42 percent increase. Company revenues for the fourth quarter 2001 increased to $367 million from $277 million in the comparable 2000 quarter. Excluding unusual items and restructuring charges, segment operating income in the fourth quarter 2001 was $43 million compared to $29 million for the fourth quarter 2000. Earnings per share for the fourth quarter 2001 were $2.47 compared to earnings per share of $0.14 for fourth quarter 2000. Excluding the EIS gain, launch vehicle program write-down, and fourth quarter restructuring charges, earnings for the fourth quarter of 2001 were $0.51 per diluted share. Fourth quarter 2000 earnings included an $8 million pre-tax loss on a foreign currency option contract purchased to hedge against market fluctuations in anticipation of the Company's December 2000 acquisition of the Draftex International Car Body Seals Division of the Laird Group Public Limited Company. "While we are disappointed with the performance of our GDX Automotive unit and our Aerojet Fine Chemicals business, the Company has made progress toward achieving improvements in the cost structure of these two businesses," said Chairman and CEO Bob Wolfe. "Three plants were closed and 1,300 positions eliminated within the GDX Automotive segment. At Aerojet Fine Chemicals, the workforce was reduced by approximately 40 percent. At the Corporate Headquarters, 18 employees took advantage of an early retirement program, prospectively reducing the Company's cost structure," he said. "We are also much better positioned as a result of actions during the year to grow our defense business and to realize significant value from our real estate holdings," Wolfe added. "Our defense business, Aerojet, excluding EIS, received over 50 new contract awards in 2001, 15 of which were competitive solicitations, and should enjoy double digit growth in both revenues and operating income in 2002. In terms of our Sacramento land holdings, the Department of Justice has filed a motion in Federal District Court to remove 2,600 acres of property from the Superfund site designation. This motion is set for a hearing by the Court on April 8, 2002." Restated Financial Results Following the evaluation of certain accounting issues, announced January 22, 2002, the Company is restating financial information for the first nine months of 2001, ended August 31, and fiscal years 2000 and 1999. The effect of the revisions on net income for the nine months ended August 31, 2001, was $3 million and decreased diluted earnings per share from $0.59 to $0.52. For the year ended November 30, 2000, income from continuing operations and diluted earnings per share from continuing operations are being restated respectively from $55 million and $1.31 to $52 million and $1.23. For the year ended November 30, 1999, income from continuing operations and diluted earnings per share are being restated respectively from $46 million and $1.09 to $45 million and $1.07. The revisions relate primarily to the correction of errors in the accounting for customer-owned tooling, inventory and the recognition of liabilities at one of the Company's GDX Automotive manufacturing plants. "Addressing this issue immediately in a proactive and meticulous manner was the right and only course of action for the Company," Wolfe said. "The review was comprehensive and quickly resolved, involving primarily one GDX Automotive plant in North America. I am confident that this disappointing event is behind us." Fourth Quarter, Full Year 2001 Highlights "The major focus during the year for GenCorp was on implementing dramatic cost and structural changes across the Company to improve the performance and growth positions of our businesses," Wolfe added. "A number of highlights stand out: - - A restructuring of the corporate headquarters via a Voluntary Enhanced Retirement Program; - - A downsizing in workforce at Aerojet Fine Chemicals and the purchase back of 40 percent equity in the business from NextPharma Technologies USA Inc. - - The restructuring of GDX Automotive to integrate Draftex, which resulted in the elimination of approximately 1,300 positions, the closure of three plants and the consolidation of other facilities. - - The sale of the Aerojet Electronic and Information Systems business to Northrop Grumman for $315 million which enables Aerojet management to focus singly on growth of the Sacramento defense based operations; and - - Federal and state regulatory approval of a carve out agreement that, when approved by U.S. Federal District Court, expected as early as April 2002, will allow us to set in motion our real estate strategy to begin monitizing the tremendous value of our Sacramento land holdings." GDX Automotive Net sales for GDX Automotive in the fourth quarter of 2001 totaled $210 million, a 63% increase over net sales of $129 million for fourth quarter 2000, primarily the result of revenues gained through the Draftex acquisition. GDX Automotive results reflect an operating loss of $3 million for the quarter. The focus for GDX Automotive remained on consolidation efforts during the quarter, directed at cost reduction actions, productivity improvements and realization of cost saving synergies from the Draftex acquisition. In November, the President of GDX Automotive left the Company and was replaced on an interim basis by Terry Hall, the Company's Chief Operating Officer. Aerospace and Defense Net sales for the Company's Aerospace and Defense segment for fourth quarter 2001 were $129 million, an 10% decrease from net sales of $143 million for fourth quarter 2000. The anticipated decrease in revenue is primarily the result of the sale of Aerojet's Electronics and Information Systems (EIS) business unit to Northrop Grumman in October 2001. Revenues for the Company's real estate business unit increased $27 million quarter-over-quarter, primarily the result of the sale of approximately 1,100 acres in Sacramento for $28 million. The November 2001 sale resulted in a pre-tax gain of approximately $23 million. With the real estate sale, the segment's operating profit for the quarter increased substantially to $45 million versus $23 million for the comparative quarter in 2000. During the quarter, Aerojet booked contract awards totaling $37 million and won an award for $13 million to develop a new liquid booster engine for U.S. Army target vehicles. Contract backlog as of November 30, 2001 totaled $603 million. Financial results for Aerojet Fine Chemicals have been excluded from Aerospace and Defense reporting and are now being reported as a separate business segment. Fine Chemicals Beginning with this earnings release and prospectively, financial results for Aerojet Fine Chemicals will be reported as a separate business segment. Revenues for Aerojet Fine Chemicals (AFC) increased to $28 million, up substantially from revenues of $5 million recorded in fourth quarter 2000. Fiscal year 2001 revenues were more than $38 million, an increase of 36% over fiscal 2000 revenues of $28 million. During fiscal year 2001, AFC incurred substantial start up costs relating to the launch of four new chemical compounds. In the fourth quarter, all four of these new compounds were in production. The majority of AFC's 2001 revenues were recognized in the fourth quarter, reflecting both the final completion of partially manufactured inventory in prior periods and current quarter production. Operating profit for fourth quarter 2001 totaled $1 million, reflecting an improvement from a fourth quarter 2000 operating loss of $7 million. Restructuring plans completed in November 2001 and additional cost reduction activities are expected to align resources with business volume for improved financial performance going forward. In December 2001, the Company repurchased the 40% minority interest in Aerojet Fine Chemicals held by NextPharma Technologies USA Inc. As part of this transaction, other agreements between the two companies were terminated, including a comprehensive sale and marketing agreement. With the termination of these agreements, Aerojet Fine Chemicals reassumed responsibility for sales, marketing and customer interface. Unusual Items and Restructuring Charges Unusual items reflected in the Company's results of operations for the year ended November 30, 2001 include the EIS gain of $206 million and the launch vehicle write-down of $48 million recognized during the fourth quarter of 2001, a $9 million expense representing the portion of tax settlements received by the Company that will be repaid to the Company's defense customers (the benefit of the tax refunds of $13 million was included in the Company's tax provision), and a gain of $2 million related to an insurance settlement related to a discontinued operation. Restructuring charges during 2001 included $29 million ($10 million in the fourth quarter) related to the restructuring and consolidation of the Company's GDX Automotive segment. The fourth quarter increase primarily reflects a change in estimate for the anticipated disposition of idled facilities and assets in Marion, Indiana and an increase in estimated benefit costs resulting from the closure. Also during 2001, the Company offered certain eligible employees a Voluntary Enhanced Retirement Program (VERP), which resulted in a pre-tax restructuring charge of $10 million. Additionally, the Company implemented a restructuring program at AFC during the fourth quarter of 2001 which included the elimination of approximately 50 employee positions and resulted in a charge to expense of approximately $1 million. Other As of November 30, 2001, the Company's total debt was $214 million versus $481 million as of August 31, 2001. The decrease results primarily from the use of proceeds from the sale of the EIS business unit to repay outstanding debt. Interest expense decreased to $5 million for fourth quarter 2001 compared to $10 million for third quarter 2001, reflecting both a lower level of debt and a lower effective interest rate. Current Outlook Excluding any unusual items, the Company expects earnings per share for fiscal year 2002 to be in the range of $0.90 to $1.00. The effective tax rate for 2002 is expected to be 39%. The Company expects to provide additional guidance when it announces first quarter earnings in late-March. Although the Company's forecasts are subject to numerous variables and uncertainties, the primary risks associated with achieving forecasted results include: (i) automotive production rates; (ii) the timing of potential land sales; (iii) the automotive segment's ability to achieve the anticipated benefits resulting from restructuring actions taken during fiscal year 2001; and (iv) the ability of Aerojet Fine Chemicals to achieve targeted product delivery levels. FORWARD-LOOKING STATEMENTS This earnings release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements in this release and in subsequent discussions with the Company's management, other than historical information, may be deemed to be forward-looking statements. A variety of factors, which are listed in the forward-looking statements section of Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2000 Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q for the Quarter Ended August 31, 2001, both of which have been filed with the U.S. Securities and Exchange Commission, could cause actual results or outcomes to differ materially from those expected by the Company and expressed in the Company' forward-looking statements. Such factors include, but are not limited to: - - The reaction of the Company's employees, shareholders, customers and lenders to the restatement of certain of the Company's financial statements, including any litigation arising out of such restatement; - - The ability of the Company to secure additional financing; - - General economic conditions and trends affecting the Company's markets and product offerings; - - Changes in the short-term and long-term plans of major customers and potential customers; - - Governmental and regulatory policies, including environmental regulations, and increases in the amount or timing of environmental remediation and compliance costs; - - An unexpected adverse result in the toxic tort or other litigation, proceeding or investigation pending against the Company; - - The Company's acquisition, disposition and joint venture activities; - - Vehicle sales and production rates of major automotive programs in the U.S. and abroad, particularly vehicles for which the Company supplies components; - - Department of Defense, NASA and other funding for certain aerospace programs; - - Future funding for commercial launch vehicles; - - The ability of the Company to achieve the anticipated savings from restructuring and other financial management programs; - - The ability of the Company to successfully complete the entitlement process and related pre-development activities for its real estate in Northern California; - - The market for the Company's real estate in Northern California; - - Fluctuations in exchange rates of foreign currencies and other risks associated with foreign operations; - - The ability of the Company to satisfy contract performance criteria, including due dates; - - The ability of the Company to maintain a high level of product performance, particularly related to the continued success of the Company's launch vehicle platforms; - - An adverse decision in any patent infringement suit, or settlement of a patent infringement suit impacting Aerojet Fine Chemicals' right to utilize new technology; - - Intensified competition from the Company's competitors; - - Pricing pressures from the Company's major customers, particularly in the GDX Automotive segment; - - The ability of the Company to successfully defend its position that there are no purchase price adjustments for Aerojet's EIS business, a business which was sold to Northrop Grumman in 2001; - - Potential liabilities which could arise from any release or explosion of dangerous materials; - - Work stoppages at a Company facility or in the facility of one of the Company's significant customers; and, - - Cost escalation and availability of power in Northern California. Additional risk factors are included in the Company's Fiscal Year Form 10-K filed with the Securities and Exchange Commission on March 6, 2002 and may be described from time to time in the Company's other filings with the U.S. Securities and Exchange Commission. All such risk factors are difficult to predict, contain material uncertainties that may affect actual results, and may be beyond the Company's control. GenCorp is a technology-based manufacturer with leading positions in the aerospace and defense, pharmaceutical fine chemicals and automotive industries. Additional information about GenCorp can be obtained by visiting the Company's web-site at http://www.GenCorp.com. BUSINESS SEGMENT INFORMATION (UNAUDITED) GENCORP INC.
Three Months Ended TWELVE MONTHS ENDED ------------------------------ ----------------------------- NOVEMBER 30, November 30, NOVEMBER 30, November 30, (Dollars in millions, 2001 2000 2001 2000 except per-share data) (Restated) (Restated) ------------------------------ ----------------------------- NET SALES GDX Automotive $210 $129 $808 $485 Aerospace and Defense 129 143 640 534 Fine Chemicals 28 5 38 28 ------ ------ ------ ------ $367 $277 $1,486 $1,047 ------ ------ ------ ------ INCOME FROM OPERATIONS GDX Automotive $(3) $13 $(4) $29 Aerospace and Defense 45 23 131 104 Fine Chemicals 1 (7) (14) (14) Restructuring charge (11) -- (30) -- Unusual items 158 -- 149 -- ------ ------ ------ ------ SEGMENT OPERATING PROFIT 190 29 232 119 Interest expense (5) (6) (33) (18) Corporate and other expenses (4) (3) (15) (10) Foreign exchange gain (loss) -- (8) 11 (8) Restructuring charge (10) -- (10) -- Unusual items 1 (1) 2 4 Income tax provision (66) (4) (59) (35) ------ ------ ------ ------ INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 106 7 128 52 Cumulative effect of accounting change, net of tax -- -- -- 74 ------ ------ ------ ------ NET INCOME $106 $7 $128 $126 ------ ------ ------ ------ BASIC EARNINGS PER COMMON SHARE: Income before cumulative effect of accounting change $2.49 $0.14 $3.03 $1.24 Effect of accounting change -- -- -- 1.76 ------ ------ ------ ------ Total $2.49 $0.14 $3.03 $3.00 ------ ------ ------ ------ DILUTED EARNINGS PER COMMON SHARE: Income before cumulative effect of accounting change $2.47 $0.14 $3.00 $1.23 Effect of accounting change -- -- -- 1.76 ------ ------ ------ ------ Total $2.47 $0.14 $3.00 $2.99 ------ ------ ------ ------ SHARES USED FOR CALCULATION OF EARNINGS PER COMMON SHARE (IN THOUSANDS): Basic 42,518 41,967 42,228 41,933 Diluted 42,911 42,124 42,583 42,052 ------ ------ ------ ------ Capital expenditures $20 $23 $49 $82 Depreciation and amortization $19 $11 $77 $50 ------ ------ ------ ------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) GENCORP INC.
NOVEMBER 30, November 30, (Dollars in millions) 2001 2000 (Restated) ASSETS Cash and equivalents $44 $17 Accounts receivable 189 135 Inventories, net 167 182 Prepaid expenses and other 18 12 ------- ------- TOTAL CURRENT ASSETS 418 346 Recoverable from U.S. government and other third parties for environmental remediation 138 203 Deferred income taxes 6 78 Prepaid pension asset 287 281 Goodwill, net 65 8 Property, plant and equipment, net 454 366 Other noncurrent assets, net 96 43 ------- ------- $1,464 $1,325 ------- ------- LIABILITIES AND SHAREHOLDERS' EQUITY Short-term borrowings and current portion of long-term debt $17 $- Accounts payable 83 54 Income taxes payable 29 5 Other current liabilities 336 272 ------- ------- TOTAL CURRENT LIABILITIES 465 331 Long-term debt, net of current portion 197 190 Postretirement benefits other than pensions 194 236 Reserves for environmental remediation 244 328 Other noncurrent liabilities 54 54 Total shareholders' equity 310 186 ------- ------- $1,464 $1,325 ------- -------
Restated Quarterly Business Segment Information (Unaudited) GENCORP INC.
Three Months Ended FEBRUARY 28, MAY 31, AUGUST 31, (Dollars in millions, 2001 2001 2001 except per-share data) NET SALES GDX Automotive $ 181 $ 227 $ 190 Aerospace and Defense 170 180 161 Fine Chemicals 2 3 5 -------- -------- -------- $ 353 $ 410 $ 356 -------- -------- -------- INCOME FROM OPERATIONS GDX Automotive $ (7) $ 11 $ (5) Aerospace and Defense 27 29 30 Fine Chemicals (4) (5) (6) Restructuring charge -- (19) -- Unusual items (7) (2) -- -------- -------- -------- SEGMENT OPERATING PROFIT 9 14 19 Interest expense (9) (9) (10) Corporate and other expenses (4) (3) (4) Foreign exchange gain (loss) 11 -- -- Restructuring charge -- -- -- Unusual items 1 -- -- Income tax (provision) benefit 6 3 (2) -------- -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 14 5 3 Cumulative effect of accounting change, net of tax -- -- -- -------- -------- -------- NET INCOME $ 14 $ 5 $ 3 -------- -------- -------- BASIC EARNINGS PER COMMON SHARE: Income before cumulative effect of accounting change $ 0.33 $ 0.12 $ 0.07 Effect of accounting change -- -- -- -------- -------- -------- Total $ 0.33 $ 0.12 $ 0.07 -------- -------- -------- DILUTED EARNINGS PER COMMON SHARE: Income before cumulative effect of accounting change $ 0.33 $ 0.12 $ 0.07 Effect of accounting change -- -- -- -------- -------- -------- Total $ 0.33 $ 0.12 $ 0.07 -------- -------- -------- SHARES USED FOR CALCULATION OF EARNINGS PER COMMON SHARE (IN THOUSANDS): Basic 42,010 42,147 42,254 Diluted 42,332 42,565 42,792 -------- -------- -------- Capital expenditures $ 6 $ 10 $ 13 Depreciation and amortization $ 17 $ 20 $ 21 -------- -------- --------
Restated Quarterly Business Segment Information (UNAUDITED) GENCORP INC.
Three Months Ended FEBRUARY 29, MAY 31, AUGUST 31, NOVEMBER 30, (Dollars in millions, 2000 2000 2000 2000 except per-share data) --------------------------------------------------------------- NET SALES GDX Automotive $112 $129 $115 $129 Aerospace and Defense 121 131 139 143 Fine Chemicals 6 11 6 5 ------ ------ ------ ------ $239 $271 $260 $277 ------ ------ ------ ------ INCOME FROM OPERATIONS GDX Automotive $4 $9 $3 $13 Aerospace and Defense 24 23 34 23 Fine Chemicals (4) 2 (5) (7) Restructuring charge -- -- -- -- Unusual items -- -- -- -- ------ ------ ------ ------ SEGMENT OPERATING PROFIT 24 34 32 29 Interest expense (3) (4) (5) (6) Corporate and other expenses (3) (1) (3) (3) Foreign exchange gain (loss) -- -- -- (8) Restructuring charge -- -- -- -- Unusual items (1) -- 6 (1) Income tax provision (7) (12) (12) (4) ------ ------ ------ ------ INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 10 17 18 7 Cumulative effect of accounting change, net of tax 74 -- -- -- ------ ------ ------ ------ NET INCOME $84 $17 $18 $7 ------ ------ ------ ------ BASIC EARNINGS PER COMMON SHARE: Income before cumulative effect of accounting change $0.25 $0.41 $0.43 $0.14 Effect of accounting change 1.76 -- -- -- ------ ------ ------ ------ Total $2.01 $0.41 $0.43 $0.14 ------ ------ ------ ------ DILUTED EARNINGS PER COMMON SHARE: Income before cumulative effect of accounting change $0.25 $0.41 $0.43 $0.14 Effect of accounting change 1.76 -- -- -- ------ ------ ------ ------ Total $2.01 $0.41 $0.43 $0.14 ------ ------ ------ ------ SHARES USED FOR CALCULATION OF EARNINGS PER COMMON SHARE (IN THOUSANDS): Basic 41,864 41,933 41,967 41,967 Diluted 41,980 42,060 42,045 42,124 ------ ------ ------ ------ Capital expenditures $19 $21 $19 $23 Depreciation and amortization $13 $13 $13 $11 ------ ------ ------ ------
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