FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Unaudited Financial Statements
For the Nine Months ended September 30, 2002
Commission file number
333-10886
Dunlop Standard Aerospace Holdings plc
(Exact name of registrant as specified in its charter)
Holbrook Lane
Coventry CV6 4AA
United Kingdom
(Address of principal executive offices and zip code)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F | |
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes | | No |X|
This Form 6-K Report of Foreign Issuer is incorporated by reference into the
Registration Statement on Form S-8 of Dunlop Standard Aerospace Holdings plc
(Registration No. 3599235) and the Registration Statement on Form F-4 of
Dunlop Standard Aerospace Holdings plc. (Registration No. 333-10886).
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.
Dunlop Standard Aerospace Holdings plc
By: /S/ David Unruh
David Unruh
Chief Financial Officer
March 18, 2003
Dunlop Standard Aerospace Holdings plc - Full Year 2002 Results
London, England - March 18,2003 /PRNewswire/ --
Dunlop Standard Aerospace Holdings plc today reported sales and
operating results for the full year ended December 31, 2002.
Consolidated sales for full year 2002 increased 1.6% to (pound)451.8
million from (pound)444.9 million recorded in the full year 2001. Consolidated
EBITDA (before exceptional item) for the year ended December 31, 2002
decreased 6.4% over full year 2001, at (pound)88.1 million and (pound)94.2
million, respectively.
BUSINESS DISCUSSION
Engine Repair & Overhaul Division ("Engine R&O") revenue growth of
9.9% reflected growth across our base engine platforms. Military volumes,
including work at Kelly Air Force Base, showed strong growth during 2002.
Regional AE3007 jet engine inputs remained very strong, although revenue has
been affected by lower revenue per unit as extensiveness of event work scopes
fall. Turboprop, helicopter and industrial volumes were also up. Engine R&O
EBITDA grew 34.3% reflecting the strong revenue growth and improved operating
efficiency. Facility expansions and redesigns in Knoxville, Tilburg and San
Antonio were completed and contributed to operating efficiency gains. Our new
CF34 facility in Winnipeg was completed during the year and the first customer
engines were received in September of 2002.
Design & Manufacturing Division revenue declined 14.3%, as sales of
OEM parts and brakes fell, reflecting reduced stock and build levels at most
of our customers. In addition, the cancellation of the RJ70 and Dornier 328
programmes decreased revenue from OEM brakes further. Orders for large
commercial aircraft engine and airframe parts have fallen as build rates are
significantly down from 2001. Design & Manufacturing EBITDA declined 26.4%
primarily attributable to lost variable contribution margin on declining
volumes and we also undertook a redundancy programme during December of 2002
resulting in added costs of (pound)0.6 million. Development costs associated
with the Joint Strike Fighter ("JSF") programme for the U.S. Air Force and the
new Airbus A380 commercial programme were incurred during 2002. Product
delivery is not planned for several years on these programmes.
For the full year 2002, the Company recorded net income of
(pound)11.9 million compared to a net income of (pound)20.5 million recorded
in the prior year, reflecting the adverse mix change between our Design and
Manufacturing & Engine R&O segments. Additionally, the Company incurred costs
in relation to a plan to complete an initial public offering of its parent's
shares on the New York Stock Exchange. As these efforts are currently on hold,
the costs have been expensed as an exceptional item.
CEO COMMENTS
David Shaw, Dunlop Standard Aerospace CEO, said, "2002 was a
challenging year for Dunlop Standard Aerospace. The economic difficulties in
the aerospace industry have impacted the group results in 2002. Low commercial
aircraft production and lower commercial aftermarket sales impacted our
products linked to these market segments. Military volumes were strong in
2002, as activity in this segment was largely unaffected. With recent key
programme wins on A380, JSF and General Electric CF34 engine, coupled with
continued development of new technologies and a strong military presence, the
Company is well positioned to capitalise on growth opportunities in the
future."
Dunlop Standard Aerospace is a leading integrated supplier of
aftermarket parts and services to the global aerospace and defense industry.
We operate a diversified business portfolio through two divisions: our Engine
Repair & Overhaul division provides comprehensive repair and overhaul services
on a wide range of small- to medium-sized gas turbine engines; and our Design
& Manufacturing division provides a wide variety of precision-engineered and
specialised parts, sub-systems and systems for use primarily in the aerospace
and defense industry, including wheels, brakes and braking systems, heat
exchangers, engine parts and rubber polymer products. We have operations
around the world, with our largest facilities in the United Kingdom, Canada
and the United States.
Investor Contact: David Unruh, CFO 204-987-8864
The statements made in this press release which are not historical
facts may be deemed forward looking statements, and, as such, are subject to
certain risks and uncertainties, including statements with respect to the
Company's long-term outlook; growth prospects; the ability to improve
operating efficiencies and to further reduce expenses. It is important to note
that results could differ materially from those projected in such
forward-looking statements. Factors which could cause results to differ
materially include, but are not limited to the following: delays in new
product introductions, lack of market acceptance for new products, changes in
demand for the Company's products, changes in market trends, general
competitive pressures from existing and new competitors, adverse changes in
operating performance, changes in interest rates, and adverse economic
conditions which could affect the amount of cash available for debt servicing
and capital investments. Further information concerning factors that could
cause actual results to differ materially from those in the forward-looking
statements are contained from time to time in the Company's SEC filings,
including but not limited to the Company's report on Form 6-K for the quarters
ending June 30 and September 30, 2002. Copies of these filings may be obtained
by contacting the Company or the SEC.
All amounts contained in this press release and in the tables which
follow were calculated in accordance with U.K. generally accepted accounting
principles which vary in certain significant respects from U.S. generally
accepted accounting principles.
Certain of the comparative financial information have been restated
to conform to the current presentation and an accounting policy change. The
Company has now adopted Financial Reporting Standard 19 `Deferred tax' such
that deferred taxation is accounted for on an undiscounted basis at expected
tax rates on all differences arising from the inclusion of items of income and
expenditure in taxation computations in periods different from those in which
they are included in the accounts. The effect of the change in accounting
policy to adopt FRS 19 was to increase tax on profit on ordinary activities by
(pound)1,404,000 (2001: (pound)247,000) and to decrease profit for the
financial year by (pound)1,404,000 (2001: (pound)280,000). Retained earnings
and deferred tax provisions have been adjusted accordingly.
TABLES TO FOLLOW
DUNLOP STANDARD AEROSPACE HOLDINGS plc
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions of (pounds)
For the Years Ended December 31, 2002 and 2001
- ------------------------------------------------ ------------- ------------
2002 2001
Full Year Full Year
Revenues (pound)451.8 (pound)444.9
Operating costs less other operating income 382.9 369.2
----- -----
EBIT before exceptional item 68.9 75.7
Exceptional item 3.8 --
----- -----
EBIT after exceptional item 65.1 75.7
----- -----
Interest expense 41.2 39.8
Amortization of deferred finance costs 2.0 2.1
----- -----
Finance expense 43.2 41.9
----- -----
Profit before income tax 21.9 33.8
Income tax 10.0 13.3
----- -----
Net earnings after income tax (pound)11.9 (pound)20.5
- ------------------------------------------------ ------------- ------------
DUNLOP STANDARD AEROSPACE HOLDINGS plc
Supplemental Segment Data
(Unaudited)
(Amounts in millions of (pounds)
- ----------------------------------- ------------------------------
Year Ended
December 31,
- ----------------------------------- ------------------------------
2002 2001
REVENUES
Engine R&O (pound)320.5 (pound)291.7
Design & Manufacturing 131.3 153.2
----------- ------------
Total (pound)451.8 (pound)444.9
=========== ============
EBITDA before exceptional item
Engine R&O (pound)41.5 (pound)30.9
Design & Manufacturing 46.6 63.3
----------- ------------
Total (pound)88.1 (pound)94.2
=========== ============
EBIT before exceptional item
Engine R&O (pound)31.5 (pound)22.8
Design & Manufacturing 37.4 52.9
----------- ------------
Total (pound)68.9 (pound)75.7
=========== ============
Revenue Growth vs Prior Period
Engine R&O 9.9% 19.9%
Design & Manufacturing (14.3%) 8.9%
------- ------
Total 1.6% 15.8%
======= ======
EBITDA Growth vs Prior Period
Engine R&O 34.3% 14.4%
Design & Manufacturing (26.4%) 13.0%
------- ------
Total (6.4%) 13.4%
======= ======
EBITDA % of Revenue
Engine R&O 12.9% 10.6%
Design & Manufacturing 35.5% 41.3%
------- ------
Total 19.5% 21.1%
- --------------------------------------- ======= ======
(% change based on actual whole numbers and before exceptional item)
DUNLOP STANDARD AEROSPACE HOLDINGS plc
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in millions of (pound)'s)
- ------------------------------------------- ------------------- ----------------
December 31, 2002 December 31,
2001
- ------------------------------------------- ------------------- ----------------
Cash (net of overdrafts) (pound)15.4 (pound)40.6
Total receivables / prepaids 105.3 102.2
Deferred costs-free of charge shipsets 25.0 23.1
Inventories 69.4 68.5
----- ------
Total current assets 215.1 234.4
Property, plant and equipment 178.6 174.7
Goodwill 313.9 325.1
Deferred development costs 14.5 14.6
Deferred cost - licenses 13.6 16.0
----- ------
Total assets (pound)735.7 (pound)764.8
===== ======
Accounts payable (pound)46.9 (pound)59.3
Accrued expenses and other 39.3 36.9
Current portion of long-term debt 49.8 54.4
Income taxes payable 7.8 8.9
Deferred taxes / provisions 22.6 18.7
----- ------
Total liabilities 166.4 178.2
Long term debt - net 343.6 371.1
Share capital 160.0 160.0
Retained earnings 65.7 55.5
----- ------
Total liabilities and equity (pound)735.7 (pound)764.8
===== ======
- ------------------------------------------- ------------------- ----------------
Pursuant to the requirements of the Offering Memorandum dated 7th May 1999,
and the exchange offer dated September 1999, Dunlop Standard Aerospace
Holdings plc has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DUNLOP STANDARD AEROSPACE HOLDINGS plc
By: /S/ David Unruh
Name: David Unruh
Title: Chief Financial Officer
Date: March 18, 2003