SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended April 2, 2000
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: 0-28942
PRIMEX TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
VIRGINIA 06-1458069
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10101 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA 33716-3807
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(Address of principal executive offices) (Zip Code)
(727) 578-8100
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(Registrant's telephone number, including area code)
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 X No
--- ---
As of April 28, 2000, there were outstanding 10,409,877 shares of the
registrant's common stock, par value $1.00 per share.
PRIMEX TECHNOLOGIES, INC.
INDEX
PART I. FINANCIAL INFORMATION
PAGE NO.
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Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
April 2, 2000 and December 31, 1999................. 3
Condensed Consolidated Statements of Operations -
Three Months Ending April 2, 2000 and
March 28, 1999...................................... 4
Condensed Consolidated Statements of Cash Flow -
Three Months Ending April 2, 2000 and
March 28, 1999...................................... 5
Notes to Condensed Consolidated Financial
Statements.......................................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 9
Item 3. Quantitative and Qualitative Disclosure of
Market Risk......................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................... 12
Item 6. Exhibits and Reports on Form 8-K.................... 12
Signatures.......................................... 12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRIMEX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
APRIL 2, DECEMBER 31,
2000 1999
--------- ------------
ASSETS (UNAUDITED)
- ------
Current Assets:
Receivables .................................... $ 106,523 $ 120,351
Inventories, Net ............................... 70,783 57,969
Deferred Income Taxes .......................... 9,204 10,803
Other Current Assets ........................... 4,346 3,106
--------- ---------
Total Current Assets ....................... 190,856 192,229
Property, Plant and Equipment ....................... 291,105 288,025
Less: Accumulated Depreciation ...................... (176,142) (171,075)
--------- ---------
114,963 116,950
Goodwill, Net ....................................... 112,522 113,644
Deferred Income Taxes ............................... 8,212 8,129
Other Assets ........................................ 19,952 19,477
--------- ---------
Total Assets ................................... $ 446,505 $ 450,429
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-Term Borrowings and
Current Portion of Long-Term Debt .............. $ 6,300 $ 10,000
Accounts Payable ............................... 37,084 42,836
Contract Advances .............................. 4,465 524
Accrued Liabilities ............................ 38,455 41,620
--------- ---------
Total Current Liabilities .................. 86,304 94,980
Long-Term Debt ...................................... 145,000 140,000
Other Liabilities ................................... 34,884 34,821
--------- ---------
Total Liabilities .............................. 266,188 269,801
Shareholders' Equity
Common Stock; $1.00 par value; 60,000,000 shares
authorized; issued and outstanding 10,406,543
shares at April 2, 2000 and 9,946,525
shares at December 31, 1999 .................. 10,407 9,946
Other Shareholders' Equity ..................... 169,910 170,682
--------- ---------
Total Shareholders' Equity ................. 180,317 180,628
--------- ---------
Total Liabilities and Shareholders' Equity ..... $ 446,505 $ 450,429
========= =========
See accompanying notes to condensed consolidated financial statements.
3
PRIMEX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
----------------------
APRIL 2, MARCH 28,
2000 1999
-------- --------
Sales ............................. $110,484 $117,372
Operating Expenses:
Cost of Goods Sold ............ 81,551 88,720
Selling and Administration .... 16,269 17,291
Research and Development ...... 2,329 2,109
Restructuring ................. 4,052 --
-------- --------
Operating Income .................. 6,283 9,252
Interest Expense .................. 2,954 2,703
Other Income, Net ................. 1,512 315
-------- --------
Income Before Income Taxes ........ 4,841 6,864
Income Tax Provision .............. 1,888 2,810
-------- --------
Net Income ........................ $ 2,953 $ 4,054
======== ========
Net Income Per Share:
Basic ......................... $ 0.28 $ 0.40
======== ========
Diluted ....................... $ 0.28 $ 0.38
======== ========
Dividends Per Share ............... $ 0.075 $ 0.075
======== ========
See accompanying notes to condensed consolidated financial statements.
4
PRIMEX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
-----------------------
APRIL 2, MARCH 28,
2000 1999
-------- --------
OPERATING ACTIVITIES
Net Cash Provided (Used) by Operating Activities .... $ 6,561 $ (1,671)
INVESTING ACTIVITIES
Capital Expenditures .......................... (3,233) (3,043)
Acquisition ................................... -- (440)
-------- --------
Net Cash Used by Investing Activities ............... (3,233) (3,483)
FINANCING ACTIVITIES
Net Short-Term Borrowing (Repayment) .......... (8,700) 7,900
Net Long-Term Debt Borrowing (Repayment) ...... 10,000 (5,000)
Repurchases of Common Stock ................... -- (237)
Restricted Stock Transactions ................. (3,847) --
Proceeds from Stock Options Exercised ......... -- 61
Dividends Paid ................................ (781) (763)
-------- --------
Net Cash Provided (Used) in Financing Activities .... (3,328) 1,961
-------- --------
Net Increase (Decrease) in Cash ..................... $ -- $ (3,193)
======== ========
See accompanying notes to condensed consolidated financial statements.
5
PRIMEX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements
of Primex Technologies, Inc. (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant inter-company transactions and
accounts have been eliminated. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.
Operating results for the three month period ended April 2, 2000 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2000. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements, and
notes thereto, for the year ended December 31, 1999, as presented in the
Company's Annual Report on Form 10-K.
NET INCOME PER SHARE
The following sets forth the number of shares of common stock included
in the computation of basic and diluted net income per share for the three-month
periods ended April 2, 2000 and March 28, 1999.
THREE MONTHS ENDED
--------------------------
APRIL 2, MARCH 28,
2000 1999
---------- ----------
Denominator for basic net income per share:
Weighted average shares
outstanding and vested ..................... 10,458,990 10,200,204
Effect of dilutive securities:
Employee Stock Options ....................... 85,322 82,902
Restricted Stock Unit Grants ................. 7,319 482,159
---------- ----------
Dilutive potential common shares ............... 92,641 565,061
---------- ----------
Denominator for diluted
net income per share ......................... 10,551,631 10,765,265
========== ==========
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PRIMEX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
INVENTORIES
APRIL 2, DECEMBER 31,
2000 1999
------- -------
Inventories consist of the following:
Raw materials and work in progress .... $67,226 $56,726
Finished goods ........................ 10,830 8,516
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78,056 65,242
Less revaluation to LIFO .............. 7,273 7,273
------- -------
$70,783 $57,969
======= =======
Inventories valued using the last-in, first-out (LIFO) method are based
on an annual determination of quantities and costs as of year end; therefore,
April 2, 2000 balances reflect certain estimates relating to inventory
quantities and costs at December 31, 2000. Inventory balances at April 2, 2000
and December 31, 1999 are net of reductions for progress payments in the amount
of $3,021 and $5,283, respectively.
COMPREHENSIVE INCOME
Comprehensive income includes net income and all other changes in
equity during a period except those resulting from investments by and
distributions to the Company's shareholders. On this basis, the Company's
comprehensive income, which includes currency translation and minimum pension
liability adjustments, totaled $2,953 and $4,056 for the three-month periods
ended April 2, 2000 and March 28, 1999, respectively.
LONG-TERM INCENTIVE PLAN
A total of 527,000 stock options were granted to certain key employees
on February 1, 2000, under the Primex Technologies, Inc. 2000 Long Term
Incentive Plan. The exercise price of these options is $20.94 per share, which
was the fair market value of the Company's common stock on the date of the
grant. These options generally vest over a three-year period beginning one year
from the date of grant and have a ten-year term from the date of grant.
During the first quarter of 2000, 7,250 restricted stock units with an
aggregate value of $149 were granted to certain employees of the Company. This
restricted stock grant vests over a two-year period.
RESTRUCTURING
In January 2000, the Company announced a plan to reduce costs and
streamline the operating structure of its Aerospace segment, which resulted in
the Company recording a one-time pre-tax restructuring charge of $4,052 ($2,472
after tax) during the first quarter of 2000. Of the total restructuring charge,
approximately $3,460 relates to employee termination benefits and other
personnel-related costs, and the balance of the charge is generally associated
with facility consolidation costs. Total restructuring cash outlays during the
first quarter of 2000 were $1,047, substantially all of which were related to
workforce reductions. The remaining cash outlays associated with this
restructuring activity are expected to occur in 2000.
7
PRIMEX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
STOCKHOLDER'S EQUITY
Restricted stock grants vesting during the first quarter of 2000
resulted in the issuance of 458,421 shares of common stock. The value of shares
withheld from issuance to satisfy minimum tax withholdings of $3,847 was charged
to additional paid-in-capital and the tax benefit resulting from the differences
between compensation expense for financial statement and corporate income tax
purposes of $1,288 was credited to additional paid-in-capital.
SEGMENT INFORMATION
THREE MONTHS ENDED
-------------------------
APRIL 2, MARCH 28,
2000 1999
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Sales to external customers:
Ordnance .................................... $ 91,011 $ 93,856
Aerospace ................................... 19,473 23,516
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Total consolidated sales ......................... $ 110,484 $ 117,372
========= =========
Segment profit:
Ordnance .................................... $ 5,961 $ 5,698
Aerospace ................................... 2,932 1,166
--------- ---------
Total consolidated income before income taxes .... 8,893 6,864
Reconciling Item:
Restructuring ............................... (4,052) --
--------- ---------
Total consolidated income before income taxes .... $ 4,841 $ 6,864
========= =========
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth certain data, expressed as a percentage of
sales, from the Company's Condensed Consolidated Statements of Operations for
the three-month periods ended April 2, 2000 and March 28, 1999.
THREE MONTHS ENDED
--------------------
APRIL 2, MARCH 28,
2000 1999
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Sales:
Tank and other large caliber ammunition ......... 30.3% 32.4%
Tactical missile and rocket components and
services ...................................... 15.1% 18.1%
Medium caliber ammunition ....................... 11.2% 12.5%
Ball Powder(R)propellant ........................ 11.4% 8.7%
Electronic products ............................. 8.7% 10.7%
Space products .................................. 4.6% 5.0%
Other products and services ..................... 18.7% 12.6%
------- -------
100.0% 100.0%
Cost of goods sold ................................... 73.8% 75.6%
------- -------
Gross profit ......................................... 26.2% 24.4%
Selling and administration expense ................... 14.7% 14.7%
Research and development expense ..................... 2.1% 1.8%
Restructuring ........................................ 3.7% --
------- -------
Operating income ..................................... 5.7% 7.9%
Interest expense ..................................... 2.7% 2.3%
Other income ......................................... 1.4% 0.2%
------- -------
Income before income taxes ........................... 4.4% 5.8%
Income tax provision ................................. 1.7% 2.4%
------- -------
Net income ........................................... 2.7% 3.4%
======= =======
RESULTS OF OPERATIONS
The Company's sales of $110.5 million during the first quarter of 2000
decreased by $6.9 million, or 6%, compared to the first quarter of 1999. First
quarter 2000 Ordnance segment sales decreased to $91.0 million compared to $93.9
million in the corresponding period of 1999. This decrease reflects lower sales
of large caliber ammunition resulting from the conclusion of a tactical tank
ammunition contract combined with lower medium caliber ammunition and tactical
missile and rocket component shipments during the first quarter of 2000. These
decreases were partially offset by higher sales of propellant, petroleum
drilling pipe joints and other steel products for commercial markets. Sales in
the Aerospace segment decreased to $19.5 million during the first quarter of
2000 compared to $23.5 million for the corresponding period of 1999. This
decrease reflects a lower level of electronic product sales resulting from
contract completions and delayed start-up of follow on programs.
Gross margins as a percentage of sales improved to 26% during the first
quarter of 2000 from 24% for the corresponding period of 1999. This increase
reflects a combination of operational improvements associated with the Aerospace
segment restructuring discussed below and overall improved program performance
for large caliber ammunition contracts.
9
Selling and administration expense as a percentage of sales was 15% during
the first quarter of both 2000 and 1999. Administration expense decreased during
the first quarter of 2000 as the result of lower management incentive costs
compared to the corresponding period of 1999.
Research and development expenses increased $0.2 million, or 10%, during
the first quarter of 2000 compared to the corresponding period of 1999.
In January 2000, the Company announced a plan to reduce costs and
streamline the operating structure of its Aerospace segment, which resulted in
the Company recording a one-time pre-tax restructuring charge of $4.1 million
during the first quarter of 2000. Of the total restructuring charge,
approximately $3.5 million relates to employee termination benefits and other
personnel-related costs, and the balance of the charge is generally associated
with facility consolidation costs.
Interest expense of $3.0 million for the first quarter of 2000 compared to
$2.7 million for the corresponding period of 1999 reflects the higher effective
interest rates during 2000 as compared to 1999.
Non-operating income for the first quarter of 2000 includes $1.2 million of
non-recurring fees received in connection with the licensing of product
technology. There was no comparable income during the first quarter of 1999.
The Company's effective tax rates differ from statutory tax rates due
principally to expenses associated with goodwill which are not deductible for
federal and state income tax purposes and from the favorable federal tax
treatment given to certain export sales.
Net income of $5.4 million (excluding the $2.4 million after tax effect of
the restructuring charge) for the first quarter of 2000 reflects an increase of
$1.3 million over net income of $4.1 million in the corresponding period of
1999. This improvement is primarily due to higher gross margins and lower
selling and administration expenses offset by increased financing costs.
LIQUIDITY AND SOURCES OF CAPITAL
Cash flow provided by operations was $6.6 million during the first quarter
of 2000 compared to cash flow used by operations of $1.7 million during the
first quarter of 1999. Included in the first quarter 2000 cash flows are $1.3
million of cash tax benefits resulting from the vesting of restricted stock
grants during the quarter.
Investing activities during the first quarter of 2000 reflect planned
capital expenditures of $3.2 million compared to similar expenditures of $3.0
million during the first quarter of 1999. Additionally, investing activities
during the first quarter of 1999 included an expenditure of $0.4 for the
acquisition of a new product line.
Financing activities during the first quarter of 2000 included the
payment of $3.8 million in minimum tax withholdings in connection with the
vesting of restricted stock grants. During the first quarter of 1999, the
Company purchased and retired 11,420 shares of common stock at an aggregate cost
of approximately $0.2 million. There were no comparable stock purchase during
the first quarter of 2000.
Cash dividends paid during the first quarter of both 2000 and 1999 were
$0.8 million.
10
The Company has a revolving credit agreement ("RCA") under the terms of
which participating banks have committed a maximum of $160.0 million for cash
borrowing and letters of credit. The RCA expires on December 31, 2001. To
facilitate short-term borrowing flexibility, certain RCA participating banks
have agreed to provide the Company uncommitted and unsecured short-term lines of
credit at interest rates similar to those under the RCA. Aggregate borrowings
under the RCA and short-term lines are limited to the committed RCA maximum.
Outstanding borrowings under the RCA and short-term credit lines at April 2,
2000 were $91.3 million.
The Company's RCA and 7.5% Senior Notes ("Term Notes") both contain a
number of financial covenants including requirements to maintain ratios of (i)
minimum earnings before interest and taxes to interest expense, and (ii) maximum
total debt to earnings before interest, taxes, depreciation and amortization and
contain certain minimum net worth requirements. Management believes that the
Company is currently in compliance with all covenants and requirements of the
RCA and Term Notes. Under the terms of these financial covenants the Company has
up to an additional $56.5 million available for borrowings at April 2, 2000.
The Company believes, based on its anticipated working capital, fixed
capital requirements, and dividend policy, that future cash flow from operations
and amounts available under the RCA and short term credit lines are adequate to
meet the Company's anticipated cash requirements in the foreseeable future.
FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact in this report are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995, and are based on management's current expectations of the
Company's near term results, based on current information available and
pertaining to the Company. The Company assumes no obligation to update publicly
any forward-looking statement. Actual results may differ materially from those
projected in the forward-looking statements. These forward-looking statements
involve risks and uncertainties, including, but not limited to, the following:
demand for commercial powder; international business opportunities; ammunition
lot acceptance; timing of contract funding; changing economic and political
conditions in the United States and in other countries; changes in governmental
laws and regulations surrounding various matters, such as environmental
remediation, contract pricing, and international trading restrictions; changes
in governmental spending and budgetary policies, such as reductions in the level
of defense spending and redirection of Department of Defense program funding;
production and pricing levels of important raw materials; lower than anticipated
levels of plant utilization resulting in production inefficiencies and higher
costs, whether related to the delay of new product introductions, improved
production processes or equipment, or labor relation issues; difficulties or
delays in the development, production, testing and marketing of products;
product margins and customer product acceptance; unforeseen difficulties
associated with the integration of acquired businesses; and costs and effects of
legal and administrative cases, proceedings, settlements and investigations
involving the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
There have been no material changes in the Company's market risk during the
three months ended April 2, 2000. Refer to page 18 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1999, for additional
information regarding market risk and risk management policies.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to a number of pending or threatened
investigations, claims and proceedings. The Company believes that all such
investigations, claims, and proceedings are immaterial to the Company or routine
and incidental to the Company's business. While the Company cannot predict the
ultimate outcome of the pending or threatened proceedings, including matters
arising under provisions relating to the protection of the environment, it does
not believe that the consequences will be materially adverse to its results of
operation or financial position or that the Company's liability with respect
thereto will exceed the amounts which have previously been charged to
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) During the quarter period ended April 2, 2000 no reports filed on
Form 8-K were filed by the Company.
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.
PRIMEX TECHNOLOGIES, INC.
(Registrant)
Date: May 8, 2000 /s/ GEORGE H. PAIN
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Vice President, General Counsel and
Secretary
Date: May 8, 2000 /s/JOHN E. FISCHER
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Vice President, Chief Financial and
Accounting Officer
12