SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file Number: 33-93302
AM General Corporation
(Exact name of registrant as specified in its charter)
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Delaware 35-1852615
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or Organization)
105 North Niles Avenue
South Bend, Indiana 46617
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (574)237-6222
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
Note: The registrant files pursuant to an indenture, but is not otherwise
subject to Section 13 or 15(d) filing requirements.
Nine hundred shares of the registrant's common stock, par value $.01 per share,
are outstanding as of March 21, 2002.
Income Tax Benefit (Expense)
Income tax expense was recorded at the statutory rate adjusted for permanent
differences. The Company recorded an income tax benefit for the first quarter of
2002 of $1.5 million compared to income tax expense of $2.0 million recorded
during the first quarter of 2001.
Net Income (Loss)
The Company reported a net loss for the first quarter of 2002 of $2.8 million, a
decrease of $5.0 million from a net income of $2.2 million in the first quarter
of 2001. As discussed above, the decrease in net income is primarily due to
lower gross profits and higher SG&A expenses partially offset by lower income
tax expense, interest expense and depreciation and amortization.
Liquidity and Capital Resources
The Company's liquidity requirements result from capital investments, the
repayment of the senior notes ($47.5 million, due May 1, 2002), working capital,
postretirement health care and pension funding, interest expense, and, to a
lesser extent, principal payments on its indebtedness. The Company has met these
requirements in each fiscal year since 1992 from cash provided by operating
activities and borrowings under its revolving credit facility and other
financing sources.
Cash provided by operating activities was $28.5 million for the first quarter of
2002 compared to $5.0 million for the first quarter of 2001. The key factors
affecting cash flow from operating activities during the first three months of
2002 were reductions in accounts receivable and increases in income taxes and
pension liabilities, partially offset by reductions in accrued expenses,
increases in deferred income taxes, and funding the Company's net loss. Other
factors include non-cash charges to operating income including depreciation,
amortization, and non-cash postretirement expenses.
Accounts receivable levels, including unbilled contract modifications, at
January 31, 2002 were $28.7 million lower than levels at the end of the prior
fiscal year primarily due to the collection of higher than normal sales recorded
at the end of the preceding fiscal year in connection with HUMVEE sales to
several international customers and to the US Government. As of January 31,
2002, unbilled contract modifications totaled $9.9 million. These unbilled
receivables represent work performed by the Company for which a contract
modification with the DoD has not yet been finalized. The Company expects these
contract modifications to be completed during fiscal 2002. As these
modifications are finalized, the amounts receivable under the contract
modifications will be offset against all contract modifications payable which
presently is estimated to be similar in amount.
During the first quarter of 2002, the Company spent $33.0 million on capital
expenditures, including $30.4 million in connection with construction of the New
Facility. The Company spent $2.6 million and $1.8 million in the first quarter
of 2002 and 2001, respectively, primarily in connection with production tooling,
data equipment and leasehold improvements. The Company anticipates additional
capital expenditures in fiscal 2002 of approximately $49.4 million of which
$38.0 million is for the construction of the New Facility and will be funded
with the proceeds of the GM Loan. The Company anticipates it will incur
additional capital expenditures of approximately $11.4 million for vendor
tooling, machinery and equipment, vehicles and other capital requirements. These
capital requirements will be funded from operating cash flow and availability
under the revolving credit facility.
To repay the GM Loan, the Company will pay to GM a pre-agreed portion of the
assembly fee received for assembling each H2. If H2s are ordered and assembled
at the forecasted rate, the GM Loan would be repaid within seven and one half
years after the release of the H2. As of January 31, 2002, the Company had
borrowings outstanding under the GM Loan of $195.6 million, net of unamortized
discount of $4.8 million.
The Company's revolving credit facility has a maximum borrowing limit of $60
million, is secured by a first lien on all of the Company's accounts receivable,
inventories and certain other assets, as defined in the applicable loan and
security agreement, and expires on October 30, 2004. As of March 7, 2002, the
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SIGNATURES
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.
Date: March 21, 2002 AM GENERAL CORPORATION
Registrant
By /s/ Paul J. Cafiero
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Paul J. Cafiero
Vice President and Chief
Financial Officer
Duly authorized officer and
principal financial and
accounting officer
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