-----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, Lnsdcr4mxaTMPEYfkRii9q6YEjBPIr4DRrW3ac/3jlWm+PgZlwABB7seZ7VSwN8N NUHXK1EFYVxFP+daUYUjcw== 0000950152-02-002489.txt : 20020415 0000950152-02-002489.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950152-02-002489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020326 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020328 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: 02590727 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 l93527ae8-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 26, 2002 -------------- GenCorp Inc. -------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-01520 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 26, 2002, in which GenCorp 99.1 announced first quarter 2002 results, posting segment operating income in the first quarter of 2002 of $19 million, as compared to $9 million in the first quarter 2001, an increase of 111 percent.
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 26, 2002. Exhibit 99.1 is a GenCorp Inc. press release dated March 6, 2002 in which GenCorp announced first quarter 2002 results, posting segment operating income in the first quarter of 2002 of $19 million, as compared to $9 million in the first quarter 2001, an increase of 111 percent. 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 28, 2002 EX-99.1 3 l93527aex99-1.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 REPORTS FIRST QUARTER 2002 EARNINGS; INCOME FROM OPERATIONS UP OVER 100% SACRAMENTO, CALIFORNIA, March 26, 2002 - GenCorp (NYSE: GY) today announced first quarter 2002 results, posting segment operating income in the first quarter of 2002 of $19 million, as compared to $9 million in the first quarter 2001, an increase of 111 percent. Earnings per diluted share were $0.07, versus $0.33 in the first quarter of 2001. Earnings per share for the first quarter 2002 included the expense of approximately $6 million for the accounting review related to the restatement as announced March 6, 2002. Earnings per share for the first quarter 2001 included an $11 million foreign exchange gain related to the Draftex acquisition, a $7 million unusual item related to a tax refund, and income from the Aerojet Electronic and Information Systems (EIS) business, sold in October 2001. Revenues for the first quarter 2002 were $249 million, down from $353 million in the first quarter of 2001 as expected due to the sale of the EIS business. Excluding EIS results and pension income, revenues and operating income in the first quarter 2002 were up over the first quarter 2001 in all segments. "I am pleased with the significant performance improvements at GDX Automotive during the quarter, resulting from major restructurings of that segment in 2001," said Bob Wolfe, Chairman and CEO. "Year over year, the improvement in operating profits at GDX Automotive in the first quarter is $13 million. We believe the GDX Automotive segment has stabilized and expect continued improvement throughout the year," he said. "Within the Fine Chemicals segment, both sales and operating margins improved, positive signs that this segment is beginning to benefit from the substantial cost reduction actions taken last year, and the number of new products added. Continued performance improvement and the return of this segment to profitability, however, remains a priority," he added. "We expect Fine Chemicals to continue to improve sequentially with each quarter of fiscal year 2002." GDX AUTOMOTIVE Net sales for the GDX Automotive segment in the first quarter 2002 were $190 million, a five percent increase over net sales of $181 million for the first quarter 2001. North American revenues were up slightly during the quarter, at $107 million versus $97 million in the first quarter of 2001. Revenues increased related to strong sales of GM light truck and Sport Utility Vehicle platforms and increased production of the Ford Escape platform in North America. In addition, the first quarter of 2002 reflects three months of sales from the Draftex acquisition versus two months in the first quarter of fiscal year 2001. The GDX Automotive segment recorded an operating profit of $6 million in the first quarter 2002, as compared to an operating loss of $7 million in the first quarter 2001. Operating margins increased to three percent from negative four percent for the comparable 2001 period, favorably impacted by restructuring and cost saving actions. AEROSPACE AND DEFENSE Net sales for the Aerospace and Defense segment, Aerojet, totaled $54 million for the first quarter 2002, versus $170 million in the first quarter 2001, decreased due to the sale of the EIS business in October 2001. Excluding EIS results, revenues for the segment increased $10 million year over year, attributable to work on the Titan IV launch vehicle, the COBRA booster engine for NASA's second generation reusable launch vehicle program and the forward boom for the F-22 fighter aircraft. Operating profit for Aerojet during the first quarter 2002 was $16 million, versus $27 million for the first quarter 2001, down due to the sale of the EIS business and lower pension income. Excluding EIS results and the decrease in pension income, operating profit for the segment increased $2 million year over year. Aerojet's first quarter 2002 was highlighted by the successful launches of a Titan IV rocket carrying a military satellite and a Delta II rocket carrying five replacement satellites for the Iridium mobile telephone constellation into orbit. Aerojet manufactures the first and second stage engine for Titan IV and the second stage engine used on the Delta II. Also in the first quarter, Aerojet successfully tested the solid propellant divert and attitude control system (SDACS) for the U.S. Navy's Standard Missile 3, and delivered the deorbit propulsion stage for the X-38 to NASA. The SDACS is a propulsion system for the kinetic weapon propelled into space by the Standard Missile 3 to intercept incoming ballistic missile warheads outside the earth's atmosphere. The X-38 is NASA's full-scale prototype for the International Space Station emergency crew vehicle. As of February 28, 2002, contract backlog for Aerojet was $594 million, versus $755 million for the same period in 2001. Backlog excludes those programs that were part of the former EIS business, and reflects a $146 million decrease due to the inability of a commercial customer to raise additional required program funding. FINE CHEMICALS SEGMENT Revenues for Aerojet Fine Chemicals in the first quarter 2002 were $5 million as compared to $2 million for the first quarter of 2001. The segment had an operating loss of $3 million in the quarter versus an operating loss of $4 million in the first quarter 2001. Operating margins for the first quarter of 2002 improved over the prior year first quarter, reflecting higher production volumes for new products and the realization of cost savings as a result of the restructuring program that was completed in November of 2001. Contract backlog at the end of the first quarter 2002 for the segment was $36 million versus $24 million at the end of the first quarter 2001. OTHER Interest expense decreased to $3 million in the first quarter 2002 from $9 million in the first quarter 2001, due primarily to a lower average outstanding debt level and lower average interest rates. Corporate and other expenses increased in the first quarter 2002 to $9 million compared to $4 million in the same period of 2001, primarily due to a $6 million pretax expense for outside legal advisors and accounting consultants involved in the review of the accounting issues at GDX Automotive. The Company recorded an expense of $2 million in the first quarter 2002, the net result of certain agreements that were part of the transaction to reacquire a 40 percent minority interest in Aerojet Fine Chemicals from NextPharma Technologies USA, which was completed in December 2001. Net pension income was $5.9 million after tax for the quarter. SUBSEQUENT EVENTS On March 16, 2002, the Company reached an agreement with The Laird Group resolving the remaining adjustments to the purchase price of the Draftex business and certain claims of the Company and The Laird Group. As a result of this agreement, the Company received approximately $10 million from The Laird Group and the final purchase price of the Draftex business was effectively reduced to $205 million, including cash of $199 million and direct acquisition costs of $6 million. The final adjustment to the purchase price will be recorded in the second quarter of 2002 as a reduction of the goodwill that resulted from the Draftex acquisition. CURRENT OUTLOOK The Company still expects earnings per share for fiscal year 2002 to be in the range of $0.90 to $1.00, excluding any unusual items. Earnings per share of $0.22 are expected in the second quarter of 2002. Revenues for the full year 2002 are expected to be approximately $1.1 billion. The effective tax rate for 2002 is expected to be 39 percent. 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 management, other than historical information, may be deemed to be forward-looking statements. A variety of factors, listed in the forward-looking statements section of Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Company's 2001 Annual Report on Form 10-K, 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's forward-looking statements. SOME IMPORTANT RISK FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS OR OUTCOMES TO DIFFER FROM THOSE EXPRESSED IN ITS FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: - - 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 and propulsion systems; - - 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 propulsion systems for 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 chemical and automotive industries. For more information, visit the Company's Web site at www.GenCorp.com. ### BUSINESS SEGMENT INFORMATION GenCorp Inc. Three Months Ended - -------------------------------------------------------------------------------- FEBRUARY 28, February 28, (Dollars in millions, 2002 2001 except per-share data) (UNAUDITED) - -------------------------------------------------------------------------------- NET SALES GDX Automotive $ 190 $ 181 Aerospace and Defense 54 170 Fine Chemicals 5 2 - -------------------------------------------------------------------------------- $ 249 $ 353 - -------------------------------------------------------------------------------- INCOME FROM OPERATIONS GDX Automotive $ 6 $ (7) Aerospace and Defense 16 27 Fine Chemicals (3) (4) Unusual items - (7) - -------------------------------------------------------------------------------- SEGMENT OPERATING PROFIT 19 9 Interest expense (3) (9) Corporate and other expenses (9) (4) Foreign exchange gain - 11 Unusual items (2) 1 - -------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 5 8 - -------------------------------------------------------------------------------- Income tax (provision) benefit (2) 6 - -------------------------------------------------------------------------------- NET INCOME $ 3 $ 14 ================================================================================ - -------------------------------------------------------------------------------- BASIC EARNINGS PER COMMON SHARE: $ 0.07 $ 0.33 ================================================================================ - -------------------------------------------------------------------------------- DILUTED EARNINGS PER COMMON SHARE: $ 0.07 $ 0.33 ================================================================================ SHARES USED FOR CALCULATION OF EARNINGS PER COMMON SHARE (IN THOUSANDS): Basic 42,652 42,010 Diluted 43,044 42,332 - -------------------------------------------------------------------------------- Capital expenditures $ 6 $ 6 Depreciation and amortization $ 14 $ 17 - -------------------------------------------------------------------------------- CONDENSED CONSOLIDATED BALANCE SHEET GenCorp Inc.
- ----------------------------------------------------------------------------------------------------------------- FEBRUARY 28, November 30, (Dollars in millions) 2002 2001 - ----------------------------------------------------------------------------------------------------------------- (UNAUDITED) ASSETS Cash and equivalents $ 54 $ 44 Accounts receivable 166 189 Inventories, net 156 167 Current deferred income taxes 17 14 Prepaid expenses and other 6 4 - ----------------------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 399 418 Recoverable from U.S. government and other third parties for Environmental remediation 128 138 Deferred income taxes 8 6 Prepaid pension asset 300 287 Goodwill, net 75 65 Property, plant and equipment, net 444 454 Other noncurrent assets, net 70 96 - ----------------------------------------------------------------------------------------------------------------- $ 1,424 $ 1,464 ================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Short-term borrowings and current portion of long-term debt $ 26 $ 17 Accounts payable 82 83 Income taxes 34 29 Other current liabilities 304 336 - ----------------------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 446 465 Long-term debt, net of current portion 220 197 Postretirement benefits other than pensions 189 194 Reserves for environmental remediation 226 244 Other noncurrent liabilities 35 54 Total shareholders' equity 308 310 - ----------------------------------------------------------------------------------------------------------------- $ 1,424 $ 1,464 =================================================================================================================
-----END PRIVACY-ENHANCED MESSAGE-----