0001171843-13-000528.txt : 20130211 0001171843-13-000528.hdr.sgml : 20130211 20130211160137 ACCESSION NUMBER: 0001171843-13-000528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] 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: 13591631 BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) February 11, 2013 

GenCorp Inc.
(Exact name of registrant as specified in its charter)


Ohio
1-01520
34-0244000
(State or other jurisdiction
of incorporation) 		(Commission File Number) (IRS Employer Identification No.)



2001 Aerojet Road, Rancho Cordova, California
95742
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (916) 355-4000



________________________________________________________________________________
(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:
    [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    [   ] 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.

Attached hereto as Exhibit 99.1 is the text of the registrant's press release issued on February 11, 2013 in which GenCorp Inc. reported financial results for the fourth quarter and fiscal year ended November 30, 2012.

As discussed in Exhibit 99.1, the press release contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations, and are subject to the limitations listed therein and in GenCorp's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

The foregoing information (including Exhibit 99.1) is being furnished under "Item 2.02. Results of Operations and Financial Condition" and "Item 7.01. Regulation FD Disclosure." Such information (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The filing of this Report and the furnishing of this information pursuant to Items 2.02 and 7.01 (including Exhibit 99.1) do not mean that such information is material or that disclosure of such information is required.

Item 7.01. Regulation FD Disclosure.

See "Item 2.02. Results of Operations and Financial Condition" above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

GenCorp's press release dated February 11, 2013

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 hereunto duly authorized.

    GenCorp Inc.
(Registrant)
February 11, 2013
(Date)		   /s/   KATHLEEN E. REDD
Kathleen E. Redd
Vice President, Chief Financial Officer and Assistant Secretary

EXHIBIT INDEX

Exhibit No.

Description

99.1

GenCorp's press release dated February 11, 2013
EX-99 2 newsrelease.htm PRESS RELEASE GenCorp Reports 2012 Fourth Quarter and Annual Results

EXHIBIT 99.1

GenCorp Reports 2012 Fourth Quarter and Annual Results

SACRAMENTO, Calif., Feb. 11, 2013 (GLOBE NEWSWIRE) -- GenCorp Inc. (NYSE:GY) today reported results for the fourth quarter and fiscal year ended November 30, 2012.

Financial Overview

The Company provides Non-GAAP measures as a supplement to financial results based on GAAP. A reconciliation of the Non-GAAP measures to the most directly comparable GAAP measures is included at the end of the release.

Fourth Quarter of Fiscal 2012 compared to Fourth Quarter of Fiscal 2011

  • Net sales for the fourth quarter of fiscal 2012 totaled $298.2 million compared to $252.2 million for the fourth quarter of fiscal 2011.
  • Net income for the fourth quarter of fiscal 2012 was $2.8 million, or $0.05 diluted income per share, compared to a net income of $0.5 million, or $0.01 diluted income per share, for the fourth quarter of fiscal 2011.
  • Adjusted EBITDAP (Non-GAAP measure) for the fourth quarter of fiscal 2012 was $34.0 million or 11.4% of net sales, compared to $32.3 million or 12.8% of net sales, for the fourth quarter of fiscal 2011.
  • Segment performance (Non-GAAP measure) before environmental remediation provision adjustments, retirement benefit plan expense, and unusual items was $34.9 million for the fourth quarter of fiscal 2012, compared to $32.3 million for the fourth quarter of fiscal 2011.
  • Cash provided by operating activities in the fourth quarter of fiscal 2012 totaled $23.2 million, compared to $26.4 million in the fourth quarter of fiscal 2011.
  • Free cash flow (Non-GAAP measure) in the fourth quarter of fiscal 2012 totaled $4.8 million, compared to $17.5 million in the fourth quarter of fiscal 2011.
  • Net debt (Non-GAAP measure) was $86.6 million as of November 30, 2012 compared to $138.4 million as of November 30, 2011.
  • Funded backlog was $1,018 million as of November 30, 2012 compared to $902 million as of November 30, 2011.

Fiscal 2012 compared to Fiscal 2011

  • Net sales for fiscal 2012 totaled $994.9 million compared to $918.1 million for fiscal 2011.
  • Net loss for fiscal 2012 was ($2.6) million, or ($0.04) loss per share, compared to net income of $2.9 million, or $0.05 diluted income per share, for fiscal 2011.
  • Adjusted EBITDAP (Non-GAAP measure) for fiscal 2012 was $110.9 million or 11.1% of net sales, compared to $115.4 million or 12.6% of net sales, for fiscal 2011.
  • Segment performance (Non-GAAP measure) before environmental remediation provision adjustments, retirement benefit plan expense, and unusual items was $119.2 million for fiscal 2012, compared to $114.2 million for fiscal 2011.
  • Cash provided by operating activities in fiscal 2012 totaled $86.2 million, compared to $76.8 million in fiscal 2011.
  • Free cash flow (Non-GAAP measure) in fiscal 2012 totaled $49.0 million, compared to $55.7 million in fiscal 2011.

"Growth in sales and backlog continued to record levels in 2012," said GenCorp Inc. President and CEO, Scott J. Seymour. "Our business imperative continues to be a dedicated focus on the programs and customers we support including those actions required to improve the affordability of our products."

Operations Review

Aerospace and Defense Segment

Net sales for the fourth quarter of fiscal 2012 were $294.5 million compared to $249.0 million for the fourth quarter of fiscal 2011. The increase in net sales was primarily due to (i) increase of $36.0 million in the various Standard Missile programs primarily from the timing of deliveries and (ii) increased deliveries on the Terminal High Altitude Area Defense ("THAAD") program generating $15.7 million in additional net sales.

Segment margin before environmental remediation provision adjustments, retirement benefit plan expense, and unusual items (Non-GAAP measure) was 11.6% for the fourth quarter of fiscal 2012, compared to 12.1% for the fourth quarter of fiscal 2011. The decrease in the segment margin is primarily due to an increase in contract loss reserves on a fixed-price space contract as a result of higher than anticipated manufacturing costs.

Net sales for fiscal 2012 were $986.1 million compared to $909.7 million for fiscal 2011. The increase in net sales was primarily due to (i) increased deliveries on the THAAD program generating $39.6 million in additional net sales; (ii) increase of $34.5 million in the various Standard Missile programs primarily from the timing of deliveries; and (iii) increased engineering technology activities on the Triple Target Terminator contracts resulting in $17.7 million of additional net sales. The increase in net sales was partially offset by a reduction of $24.9 million on the Hawk program due to the completion of the production contract in the first quarter of fiscal 2012.

Segment margin before environmental remediation provision adjustments, retirement benefit plan expense, and unusual items (Non-GAAP measure) was 11.7% for fiscal 2012, compared to 11.9% for fiscal 2011.

A summary of the Company's backlog is as follows:

  November 30, November 30,
    2012    2011 
  (In millions)
Funded backlog $ 1,018 $ 902
Unfunded backlog  508  520
Total contract backlog $ 1,526 $ 1,422

Total backlog includes both funded backlog (unfilled orders for which funding is authorized, appropriated and contractually obligated by the customer) and unfunded backlog (firm orders for which funding has not been appropriated). Indefinite delivery and quantity contracts and unexercised options are not reported in total backlog. Backlog is subject to funding delays or program restructurings/cancellations which are beyond the Company's control.

Real Estate Segment

Sales and segment performance for the fourth quarter of fiscal 2012 were $3.7 million and $0.8 million, respectively, compared to $3.2 million and $2.1 million for the fourth quarter of fiscal 2011, respectively. Sales and segment performance for fiscal 2012 were $8.8 million and $3.7 million, respectively, compared to $8.4 million and $5.6 million for fiscal 2011, respectively. Net sales and segment performance consist primarily of rental property operations.

Additional Information

Liquid Divert and Attitude Control Systems ("LDACS")

As of November 30, 2012, the Company classified its LDACS program as assets held for sale. The Company expects that it will be required to divest the LDACS product line in order to finalize the acquisition of the Pratt & Whitney Rocketdyne division (the "Rocketdyne Business") from United Technologies Corporation. The net sales associated with the LDACS program totaled $34.3 million in fiscal 2012.

Debt Activity

The Company's debt activity during fiscal 2012 was as follows:

 
 		 November 30,
 2011  		 Cash
Payments 		 November 30,
 2012 
  (In millions)
Term loan  $ 50.0 $ (2.5)  $ 47.5
9½% Senior Subordinated Notes  75.0  (75.0)  —
4 1/16% Convertible Subordinated Debentures  200.0  —   200.0
2¼% Convertible Subordinated Debentures  0.2  —  0.2
Other debt   1.2  (0.2)   1.0
Total Debt and Borrowing Activity  $ 326.4 $ (77.7)  $ 248.7

In addition, as of November 30, 2012, the Company had $44.8 million of outstanding letters of credit under the $100.0 million letters of credit subfacility compared to $67.1 million as of November 30, 2011.

On January 28, 2013, the Company issued $460.0 million in aggregate principal amount of its 7.125% Second-Priority Senior Secured Notes due 2021 (the "7 1/8% Notes"). The 7 1/8% Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the U.S. in accordance with Regulation S under the Securities Act. The Company intends to use the net proceeds of the 7 1/8% Notes offering to fund, in part, the proposed acquisition of the Rocketdyne Business, and to pay related fees and expenses. The gross proceeds from the 7 1/8% Notes offering were deposited into escrow pending the consummation of the proposed Acquisition. If the Acquisition is not consummated on or prior to July 21, 2013 (subject to a one-month extension upon satisfaction of certain conditions) or upon the occurrence of certain other events, the Company will be required to redeem the 7 1/8% Notes at a price equal to 100% of the issue price of the 7 1/8% Notes, plus accrued and unpaid interest, if any, to, but not including the date of redemption.

Retirement Benefit Plans

The decline in the discount rate used to measure the present value of the defined benefit pension liabilities from the Company's fiscal year end 2011 to its fiscal year-end 2012 resulted in a significant increase in the unfunded pension obligation for the Company's tax-qualified defined benefit pension plan. The unfunded pension obligation for the Company's tax-qualified defined benefit pension plan was $454.5 million as of November 30, 2012 with total defined benefit pension assets of $1,243.1 million as of such date. However, as a result of the Moving Ahead for Progress in the 21st Century Act, which was signed into law on July 6, 2012 and provides temporary relief for employers who sponsor defined benefit pension plans, the Company does not expect to make any cash contributions to its tax-qualified defined benefit pension plan until fiscal 2015 or later. In addition, under the Office of Federal Procurement Policy rules, the Company will recover portions of any required pension funding through its government contracts and the Company estimates that approximately 84% of its unfunded pension obligation as of November 30, 2012 is related to its government contracting business.

The Company estimates that its non-cash retirement benefit expense will be approximately $64 million in fiscal 2013.

The funded status of the pension plan may be adversely affected by the investment experience of the plan's assets, by any changes in U.S. law and by changes in the statutory interest rates used by tax-qualified pension plans in the U.S. to calculate funding requirements. Accordingly, if the performance of the Company's plan's assets does not meet assumptions, if there are changes to the Internal Revenue Service regulations or other applicable law or if other actuarial assumptions are modified, future contributions to the underfunded pension plan could be higher than the Company expects.

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such statements in this release and in subsequent discussions with the Company's management are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein and in subsequent discussions with the Company's management that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. A variety of factors could cause actual results or outcomes to differ materially from those expected and expressed in the Company's forward-looking statements. Some important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements include, but are not limited to, the following:

  • cancellation or material modification of one or more significant contracts;
  • future reductions or changes in U.S. government spending;
  • negative audit of the Company's business by the U.S. government;
  • conditions relating to the acquisition of the Rocketdyne Business which could delay or materially adversely affect the timing of its completion, or prevent it from occurring;
  • inability to satisfy the conditions or obtain the approvals required to complete acquisition of the Rocketdyne Business or material restrictions or conditions on such approvals;
  • failure to complete the acquisition of the Rocketdyne Business;
  • following the acquisition of the Rocketdyne Business, if consummated, integration difficulties or inability to integrate the Rocketdyne Business into the Company's existing operations successfully or to realize the anticipated benefits of the Acquisition;
  • ability to effectively manage the Company's expanded operations following the acquisition of the Rocketdyne Business;
  • expenses related to the acquisition of the Rocketdyne Business and the integration of our operations with the Rocketdyne Business if the acquisition is consummated;
  • the increase in the Company's leverage and debt service obligations as a result of the Acquisition;
  • cost overruns on the Company's contracts that require the Company to absorb excess costs;
  • failure of the Company's subcontractors or suppliers to perform their contractual obligations;
  • failure to secure contracts;
  • failure to comply with regulations applicable to contracts with the U.S. government;
  • failure to comply with applicable laws relating to export controls;
  • costs and time commitment related to potential acquisition activities;
  • the Company's inability to adapt to rapid technological changes;
  • failure of the Company's information technology infrastructure;
  • failure to effectively implement the Company's enterprise resource planning system;
  • product failures, schedule delays or other problems with existing or new products and systems;
  • the release, or explosion, or unplanned ignition of dangerous materials used in the Company's businesses;
  • loss of key qualified suppliers of technologies, components, and materials;
  • the funded status of the Company's defined benefit pension plan and the Company's obligation to make cash contributions in excess of the amount that the Company can recover in its current period overhead rates;
  • effects of changes in discount rates, actual returns on plan assets, and government regulations of defined benefit pension plans;
  • the possibility that environmental and other government regulations that impact the Company become more stringent or subject the Company to material liability in excess of its established reserves;
  • environmental claims related to the Company's current and former businesses and operations;
  • reductions in the amount recoverable from environmental claims;
  • the results of significant litigation;
  • occurrence of liabilities that are inadequately covered by indemnity or insurance;
  • inability to protect the Company's patents and proprietary rights;
  • business disruptions;
  • the earnings and cash flow of the Company's subsidiaries and the distribution of those earnings to the Company;
  • the substantial amount of debt which places significant demands on the Company's cash resources and could limit the Company's ability to borrow additional funds or expand its operations;
  • the Company's ability to comply with the financial and other covenants contained in the Company's debt agreements;
  • risks inherent to the real estate market;
  • changes in economic and other conditions in the Sacramento, California metropolitan area real estate market or changes in interest rates affecting real estate values in that market;
  • additional costs related to the Company's divestitures;
  • the loss of key employees and shortage of available skilled employees to achieve anticipated growth;
  • a strike or other work stoppage or the Company's inability to renew collective bargaining agreements on favorable terms;
  • fluctuations in sales levels causing the Company's quarterly operating results and cash flows to fluctuate;
  • failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act; and
  • those risks detailed from time to time in the Company's reports filed with the SEC.

About GenCorp

GenCorp is a leading technology-based manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the entitlement, sale and leasing of the Company's excess real estate assets. Additional information about the Company can be obtained by visiting the Company's website at http://www.GenCorp.com.

The GenCorp Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=12049

 
GenCorp Inc.
Condensed Consolidated Statements of Operations
    Three months ended
November 30, 		 Year ended
November 30,
  2012 2011   2012   2011 
  (In millions, except per share amounts)
  (Unaudited)
Net sales  $ 298.2  $ 252.2  $ 994.9  $ 918.1
Operating costs and expenses:        
Cost of sales (exclusive of items shown separately below)  261.3  218.2  869.6  799.3
Selling, general and administrative  10.0  10.9  41.9  40.9
Depreciation and amortization  6.2  6.4  22.3  24.6
Other expense, net   10.7   7.6   26.2   14.5
Total operating costs and expenses  288.2  243.1  960.0  879.3
Operating income  10.0  9.1  34.9  38.8
Non-operating (income) expense:        
Interest income  (0.1)  (0.2)  (0.6)  (1.0)
Interest expense   5.7   7.4   22.3   30.8
Total non-operating expense, net  5.6  7.2  21.7  29.8
Income from continuing operations before income taxes  4.4  1.9  13.2  9.0
Income tax provision   5.1   2.7   18.9   6.1
(Loss) income from continuing operations  (0.7)  (0.8)  (5.7)  2.9
Income from discontinued operations, net of income taxes   3.5   1.3   3.1   —
Net income (loss)  $ 2.8  $ 0.5  $ (2.6)  $ 2.9
Income (Loss) Per Share of Common Stock        
Basic and Diluted        
(Loss) income per share from continuing operations  $  (0.01)  $ (0.01)  $ (0.09)  $ 0.05
Income per share from discontinued operations, net of income taxes   0.06    0.02   0.05   —
Net income (loss) per share  $ 0.05  $ 0.01  $  (0.04)  $ 0.05
Weighted average shares of common stock outstanding – basic and diluted   59.2   58.8   59.0   58.7
     
     
GenCorp Inc.    
Operating Segment Information    
    Three months ended
November 30, 		 Year ended
November 30,
   2012   2011   2012   2011 
  (In millions)
  (Unaudited)
Net Sales:        
Aerospace and Defense  $ 294.5  $ 249.0  $ 986.1  $ 909.7
Real Estate   3.7   3.2   8.8   8.4
Total Net Sales  $ 298.2  $ 252.2  $ 994.9  $ 918.1
Segment Performance:        
Aerospace and Defense  $ 34.1  $ 30.2  $ 115.5  $ 108.6
Environmental remediation provision adjustments  (2.1)  (1.9)  (11.4)  (8.9)
Retirement benefit plan expense  (4.7)  (5.3)  (18.9)  (21.0)
Unusual items   (0.2)   (3.5)   (0.7)   (4.1)
Aerospace and Defense Total  27.1  19.5  84.5  74.6
Real Estate   0.8   2.1   3.7   5.6
Total Segment Performance  $ 27.9  $ 21.6  $ 88.2  $ 80.2
Reconciliation of segment performance to income from continuing operations before income taxes:        
Segment performance  $ 27.9  $ 21.6  $ 88.2  $ 80.2
Interest expense  (5.7)  (7.4)  (22.3)  (30.8)
Interest income  0.1  0.2  0.6  1.0
Stock-based compensation expense  (1.4)  (1.4)  (6.5)  (3.7)
Corporate retirement benefit plan expense  (5.5)  (6.3)  (22.1)  (25.4)
Corporate and other  (3.6)  (3.1)  (12.7)  (10.8)
Unusual items   (7.4)   (1.7)   (12.0)   (1.5)
Income from continuing operations before income taxes  $ 4.4  $ 1.9  $ 13.2  $ 9.0

The Company evaluates its operating segments based on several factors, of which the primary financial measure is segment performance. Segment performance represents net sales from continuing operations less applicable costs, expenses and provisions for unusual items relating to the segment operations. Segment performance excludes corporate income and expenses, legacy income or expenses, provisions for unusual items not related to the segment operations, interest expense, interest income, and income taxes. The Company believes that segment performance provides information useful to investors in understanding its underlying operational performance. Specifically, the Company believes the exclusion of the items listed above permits an evaluation and a comparison of results for on-going business operations. It is on this basis that management internally assesses the financial performance of its segments.

     
GenCorp Inc.    
Condensed Consolidated Balance Sheets    
  November 30,
2012		 November 30,
2011
  (In millions)
  (Unaudited)
ASSETS    
Current Assets    
Cash and cash equivalents  $  162.1 $ 188.0
Accounts receivable   111.5  107.0
Inventories   46.9  49.5
Recoverable from the U.S. government and other third parties for environmental remediation cost   22.3  23.6
Receivable from Northrop Grumman Corporation ("Northrop")   6.0  6.0
Other receivables, prepaid expenses and other   16.8  21.5
Income taxes   2.5  5.3
Total Current Assets   368.1  400.9
Noncurrent Assets    
Property, plant and equipment, net   143.9  126.9
Real estate held for entitlement and leasing   70.2  63.3
Recoverable from the U.S. government and other third parties for environmental remediation cost   107.9  114.1
Receivable from Northrop   69.3  66.3
Goodwill  94.9  94.9
Intangible assets   13.9  15.4
Other noncurrent assets, net   51.1  57.7
Total Noncurrent Assets   551.2  538.6
Total Assets  $ 919.3 $ 939.5
     
LIABILITIES, REDEEMABLE COMMON STOCK, AND SHAREHOLDERS' DEFICIT    
Current Liabilities    
Short-term borrowings and current portion of long-term debt  $ 2.7 $ 2.8
Accounts payable   56.1  33.8
Reserves for environmental remediation costs   39.5  40.7
Postretirement medical and life benefits   7.5  6.8
Advance payments on contracts   100.1  108.5
Deferred income taxes   9.4  3.1
Other current liabilities   103.3  104.1
Total Current Liabilities   318.6  299.8
Noncurrent Liabilities    
Senior debt   45.0  47.5
Senior subordinated notes   —   75.0
Convertible subordinated notes   200.2  200.2
Other debt   0.8  0.9
Deferred income taxes   2.2  4.5
Reserves for environmental remediation costs   150.0  149.9
Pension benefits   454.5  236.4
Postretirement medical and life benefits   68.3  68.4
Other noncurrent liabilities   68.5  64.1
Total Noncurrent Liabilities   989.5  846.9
Total Liabilities   1,308.1  1,146.7
Commitments and contingencies    
Redeemable common stock   3.9  4.4
Shareholders' Deficit    
Preference stock  —  —  
Common stock  5.9  5.9
Other capital   269.6  261.2
Accumulated deficit  (181.9)  (179.3 )
Accumulated other comprehensive loss, net of income taxes   (486.3)  (299.4 )
Total Shareholders' Deficit   (392.7)  (211.6 )
Total Liabilities, Redeemable Common Stock and Shareholders' Deficit  $ 919.3 $ 939.5
     
     
GenCorp Inc.    
Condensed Consolidated Statements of Cash Flows    
  Year ended  November 30,
   2012    2011
  (In millions)
  (Unaudited)
Operating Activities    
Net (loss) income     $ (2.6)  $ 2.9
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Income from discontinued operations    (3.1)   —
Depreciation and amortization   22.3  24.6
Amortization of debt discount and financing costs   2.9  6.7
Stock-based compensation   6.5  3.7
Retirement benefit expense   41.0  46.4
Tax benefit on stock-based awards  (3.3)  (0.2)
Loss on debt repurchased and bank amendment  0.4  1.5
Changes in assets and liabilities   24.2   (8.5)
Net cash provided by continuing operations   88.3  77.1
Net cash used in discontinued operations    (2.1)   (0.3)
Net Cash Provided by Operating Activities   86.2  76.8
Investing Activities    
Marketable securities activity, net   —  26.7
Proceeds from sale of land  0.6   —
Capital expenditures    (37.2)   (21.1)
Net Cash (Used in) Provided by Investing Activities   (36.6)  5.6
Financing Activities    
Tax benefit on stock-based awards  3.3  0.2
Proceeds from shares issued equity plans  1.0   —
Debt issuance costs  (1.3)  (4.2)
Debt repayments  (77.7)  (70.1)
Vendor financing repayments   (0.8)   (1.8)
Net Cash Used in Financing Activities    (75.5)   (75.9)
Net (Decrease) Increase in Cash and Cash Equivalents  (25.9)  6.5
Cash and Cash Equivalents at Beginning of Year    188.0   181.5
Cash and Cash Equivalents at End of Year  $ 162.1  $ 188.0

Use of Non-GAAP Financial Measures

In addition to segment performance (discussed above), the Company provides the Non-GAAP financial measures of its operational performance called Adjusted EBITDAP. The Company uses this metric to further its understanding of the historical and prospective consolidated core operating performance of its segments, net of expenses incurred by its corporate activities in the ordinary, on-going and customary course of its operations. Further, the Company believes that to effectively compare the core operating performance metrics from period to period on a historical and prospective basis, the metric should exclude items relating to retirement benefits (pension and postretirement benefits), significant non-cash expenses, the impacts of financing decisions on the earnings, and items incurred outside the ordinary, on-going and customary course of its operations. Accordingly, the Company defines Adjusted EBITDAP as GAAP income from continuing operations before income taxes adjusted by interest expense, interest income, depreciation and amortization, retirement benefit expense, and unusual items which the Company does not believe are reflective of such ordinary, on-going and customary activities. Adjusted EBITDAP does not represent, and should not be considered an alternative to, net income (loss), as determined in accordance with GAAP.

  Three months ended
November 30,		 Year ended
November 30, 
   2012   2011  2012  2011 
  (In millions, except percentage amounts)
  (Unaudited)
Income from continuing operations before income taxes  $ 4.4  $ 1.9  $ 13.2  $ 9.0
Interest expense  5.7  7.4  22.3  30.8
Interest income  (0.1)  (0.2)  (0.6)  (1.0)
Depreciation and amortization  6.2  6.4  22.3  24.6
Retirement benefit expense  10.2  11.6  41.0  46.4
Unusual items        
Loss on legal related matters and settlements  0.1  3.5  0.7  4.1
Rocketdyne Business acquisition related costs  7.5  —  11.6  —
Loss on bank amendment  —  1.3  —  1.3
Loss on debt repurchased   —   0.4   0.4   0.2
Adjusted EBITDAP  $ 34.0  $ 32.3  $ 110.9  $115.4
Adjusted EBITDAP as a percentage of net sales  11.4%  12.8%  11.1%  12.6%

Adjusted EBITDAP adjusted for stock-based compensation for the fourth quarter of fiscal 2012 was $35.4 million or 11.9% of net sales, compared to $33.7 million or 13.4% of net sales, for the fourth quarter of fiscal 2011. Adjusted EBITDAP adjusted for stock-based compensation for fiscal 2012 was $117.4 million or 11.8% of net sales, compared to $119.1 million or 13.0% of net sales, for fiscal 2011.

In addition to segment performance and Adjusted EBITDAP, the Company provides the Non-GAAP financial measures of free cash flow and net debt. The Company uses these financial measures, both in presenting its results to stockholders and the investment community, and in its internal evaluation and management of the business. Management believes that these financial measures are useful to investors because they permit investors to view the Company's business using the same tools that management uses to gauge progress in achieving its goals.

  Three months ended
November 30,		 Year ended
November 30, 
   2012   2011   2012   2011 
  (In millions)
  (Unaudited)
Cash provided by operating activities  $ 23.2  $ 26.4  $ 86.2  $ 76.8
Capital expenditures   (18.4)   (8.9)   (37.2)   (21.1)
Free cash flow  $ 4.8  $ 17.5  $ 49.0   $ 55.7
     
 
 		 November 30,
 2012 		  November 30,
 2011 
  (In millions)
  (Unaudited)
Debt principal  $ 248.7  $ 326.4
Cash and cash equivalents   (162.1)   (188.0)
 Net debt  $ 86.6  $ 138.4

Because the Company's method for calculating the Non-GAAP measures may differ from other companies' methods, the Non-GAAP measures presented above may not be comparable to similarly titled measures reported by other companies. These 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.

CONTACT: Investors:
         Kathy Redd, chief financial officer
         916.355.2361
         Media:
         Glenn Mahone, vice president, communications
         202.302.9941