===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: March 31, 2001 Commission File No. 333-43619
UNITED DEFENSE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 52-2059782
(State or jurisdiction of (I.R.S. employer
incorporation or organization) identification Number)
Guarantors and Co-registrants
Iron Horse Investors, L.L.C. Delaware 52-2059783
UDLP Holdings Corp. Delaware 52-2059780
United Defense, L.P. Delaware 54-1693796
----------
1525 Wilson Boulevard, Suite 700
Arlington, VA 22209
(703) 312-6100
(Address and telephone number of principal executive offices of
each registrant and co-registrant)
Registrant's telephone number, including area code (703) 312-6100
Indicate by checkmark 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 and (2) has been subject to such filing
requirement for the past 90 days. Yes [X] No [ ].
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of May 1, 2001:
No. of Par
Shares Value
---------- -----
United Defense Industries, Inc. ....................... 17,971,667 $0.01
Iron Horse Investors, L.L.C. .......................... -none-
UDLP Holdings Corp. ................................... 1,000 $0.01
United Defense, L.P. .................................. -none-
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IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
INDEX
-----
PART I - FINANCIAL INFORMATION PAGE
------------------------------ ----
Item 1 - Unaudited Consolidated Financial Statements -
Iron Horse Investors, L.L.C.
Unaudited Consolidated Balance Sheets as of December 31,
2000 and March 31, 2001 1
Unaudited Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 2001 2
Unaudited Consolidated Statement of Members' Capital
for the Three Months Ended March 31, 2001 3
Unaudited Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2000 and 2001 4
Notes to Unaudited Consolidated Financial Statements 5-6
Unaudited Consolidated Financial Statements -
United Defense Industries, Inc.
Unaudited Consolidated Balance Sheets as of
December 31, 2000 and March 31, 2001 7
Unaudited Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 2001 8
Unaudited Consolidated Statement of Stockholders' Equity
for the Three Months Ended March 31, 2001 9
Unaudited Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2000 and 2001 10
Notes to Unaudited Consolidated Financial Statements 11-16
Item 2 - Management's Discussion and Analysis of the Results
of Operations and Financial Condition 17-21
Item 3 - Quantitative and Qualitative Disclosures about
Market Risk 22
IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
INDEX
-----
PART II - OTHER INFORMATION PAGE
--------------------------- ----
Item 1 - Legal Proceedings 23
Item 6 - Exhibits and Reports on Form 8-K 23
SIGNATURE
---------
Iron Horse Investors, L.L.C.
Unaudited Consolidated Balance Sheets
(In thousands)
December 31, 2000 March 31, 2001
-----------------------------------------------------
Assets
Current assets:
Cash and marketable securities $113,357 $ 62,196
Trade receivables 109,705 111,134
Inventories 259,238 287,718
Other current assets 13,083 13,401
-----------------------------------------------------
Total current assets 495,383 474,449
Property, plant and equipment, net 80,775 76,718
Intangible assets, net 191,720 172,189
Prepaid pension and postretirement benefit cost 123,100 123,687
Restricted cash 23,528 21,804
Other assets 4,824 7,417
-----------------------------------------------------
Total assets $919,330 $876,264
=====================================================
Liabilities and Capital
Current liabilities:
Current portion of long-term debt $ 23,086 $ 11,543
Accounts payable, trade and other 86,117 63,751
Advanced payments 342,394 363,215
Accrued and other liabilities 104,168 95,761
-----------------------------------------------------
Total current liabilities 555,765 534,270
Long-term liabilities:
Accrued pension and postretirement benefit cost 28,515 26,768
Long-term debt net of current portion 246,491 223,220
Other liabilities 41,428 39,405
-----------------------------------------------------
Total liabilities 872,199 823,663
Minority interest 4,766 5,127
Commitments and contingencies (Note 2)
Members' capital 42,365 47,474
-----------------------------------------------------
Total liabilities and members' capital $919,330 $876,264
=====================================================
See accompanying notes.
Iron Horse Investors, L.L.C.
Unaudited Consolidated Statements of Operations
(In thousands)
Three months Three months
ended ended
March 31, 2000 March 31, 2001
---------------------------------------------------
Revenue:
Sales $266,894 $292,080
Costs and expenses:
Cost of sales 215,056 231,193
Selling, general and
administrative expenses 42,177 43,556
Research and development 3,663 4,367
---------------------------------------------------
Total expenses 260,896 279,116
Earnings related to investments
in foreign affiliates 846 5,694
---------------------------------------------------
Income from operations 6,844 18,658
Other income (expense):
Interest income 1,081 1,671
Interest expense (8,110) (6,194)
---------------------------------------------------
Total other expense (7,029) (4,523)
===================================================
(Loss) income before income taxes and minority interest (185) 14,135
Provision for income taxes 575 5,293
---------------------------------------------------
(Loss) income before minority interest (760) 8,842
Minority interest 31 (361)
---------------------------------------------------
Net (loss) income $ (729) $ 8,481
===================================================
See accompanying notes.
Iron Horse Investors, L.L.C.
Unaudited Consolidated Statement
of Members' Capital
(In thousands)
Amount
-------
Balance, December 31, 2000 $42,365
Net foreign currency translation adjustment (1,512)
Cumulative effect of change in
accounting principle- foreign currency hedges (951)
Change in fair value of foreign currency hedges (909)
Net income for the three months ended March 31, 2001 8,481
-------
Total comprehensive income 5,109
-------
Balance, March 31, 2001 $47,474
=======
See accompanying notes.
Iron Horse Investors, L.L.C.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
Three months Three months
ended ended
March 31, 2000 March 31, 2001
------------------------------------------------
Operating activities
Net (loss) income $ (729) $ 8,481
Adjustments to reconcile net (loss) income to cash
provided by operating activities:
Depreciation 6,337 5,117
Amortization 17,460 19,280
Minority interest (31) 361
Changes in assets and liabilities:
Trade receivables (9,874) (1,429)
Inventories (5,546) (28,480)
Other assets 225 (2,106)
Prepaid pension and postretirement benefit cost (1,681) (587)
Accounts payable, trade and other (16,284) (22,366)
Advanced payments 6,556 20,821
Accrued and other liabilities 1,184 (12,292)
Accrued pension and postretirement benefit cost 120 (1,747)
------------------------------------------------
Cash used in operating activities (2,263) (14,947)
------------------------------------------------
Investing activities
Capital spending (2,919) (1,769)
Disposal of property, plant and equipment 101 156
Purchase of Barnes & Reinecke, net of $1.2 million
cash acquired (1,602) -
Cash used in investing activities (4,420) (1,613)
------------------------------------------------
Financing activities
Payments on long-term debt (35,824) (34,814)
------------------------------------------------
Cash used in financing activities (35,824) (34,814)
Effect of exchange rate changes on cash and marketable
securities - 212
Decrease in cash and marketable securities (42,507) (51,161)
Cash and marketable securities, beginning of period 94,325 113,357
------------------------------------------------
Cash and marketable securities, end of period $ 51,818 $ 62,196
================================================
See accompanying notes.
Iron Horse Investors, L.L.C.
Notes to Unaudited Consolidated Financial Statements
March 31, 2001
1. Basis of Presentation
The financial information presented as of any other date than December 31 has
been prepared from the books and records without audit. Financial information
as of December 31 has been derived from the audited financial statements of Iron
Horse Investors, L.L.C. (the "Company"), but does not include all the
disclosures required by generally accepted accounting principles. In the
opinion of management, the accompanying unaudited financial statements contain
all adjustments, consisting of only normal recurring adjustments necessary to
present fairly the Company's financial position as of March 31, 2001, and the
results of its operations and cash flows for the periods ended March 31, 2001
and 2000. The results of operations are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. These
unaudited consolidated financial statements should be read in conjunction with
the financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.
2. Commitments and Contingencies
United Defense Industries, Inc. has been a defendant in U.S. ex rel. Seman
------------------
and Shukla v. United Defense, FMC Corp., and Harsco Corp., an action filed
---------------------------------------------------------
against the Company and its prior owners on July 23, 1997 in the U.S. District
Court for the District of Minnesota under the U.S. Civil False Claims Act. A
complete settlement of such action was negotiated by the parties, and consented
to by the U.S. Government, under which the Company is to pay a total of $6
million to settle the case, divided into installments payable over a three-year
period. No finding of wrongdoing was made against the Company, and no other
administrative or legal action is to be taken against the Company in respect of
matters alleged in the case. On March 9, 2001, the settlement was approved by
the court, and has accordingly become final.
Change in Accounting Principle
Effective January 1, 2001, the Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended.
The statement requires that an entity recognize all derivatives as either
assets or liabilities.
At December 31, 2000, the Company had foreign exchange contracts which
were designated as cash flow hedges. The fair value of the contracts was a
liability of $0.95 million at December 31, 2000. The transition adjustment
to implement this new standard on January 1, 2001, which is presented as a
cumulative effect of change in accounting principle, was charged to
members' capital.
United Defense Industries, Inc.
Unaudited Consolidated Balance Sheets
(In thousands)
December 31, 2000 March 31, 2001
--------------------------------------
Assets
Current assets:
Cash and marketable securities $ 113,357 $ 62,196
Trade receivables 109,705 111,134
Inventories 259,238 287,718
Other current assets 13,083 13,401
--------------------------------------
Total current assets 495,383 474,449
Property, plant and equipment, net 80,775 76,718
Intangible assets, net 191,720 172,189
Prepaid pension and postretirement benefit cost 123,100 123,687
Restricted cash 23,528 21,804
Other assets 3,588 6,181
--------------------------------------
Total assets $ 918,094 $ 875,028
======================================
Liabilities and Equity
Current liabilities:
Current portion of long-term debt $ 23,086 $ 11,543
Accounts payable, trade and other 86,117 63,751
Advanced payments 342,394 363,215
Accrued and other liabilities 104,168 95,761
--------------------------------------
Total current liabilities 555,765 534,270
Long-term liabilities:
Accrued pension and postretirement benefit cost 28,515 26,768
Long-term debt net of current portion 246,491 223,220
Other liabilities 41,428 39,405
--------------------------------------
Total liabilities 872,199 823,663
Commitments and contingencies (Note 2)
Stockholders' Equity:
Common Stock $.01 par value, 20,000,000 shares authorized;
18,036,667 issued and outstanding
at December 31, 2000 and March 31, 2001 180 180
Additional paid-in-capital 180,031 180,031
Stockholders' loans (1,236) (1,236)
Retained deficit (133,080) (124,238)
Accumulated other comprehensive loss - (3,372)
--------------------------------------
Total stockholders' equity 45,895 51,365
--------------------------------------
Total liabilities and stockholders' equity $ 918,094 $ 875,028
======================================
See accompanying notes.
United Defense Industries, Inc.
Unaudited Consolidated Statements of Operations
(In thousands)
Three months Three months
ended ended
March 31, 2000 March 31, 2001
---------------------------------------------
Revenue:
Sales $266,894 $292,080
Costs and expenses:
Cost of sales 215,056 231,193
Selling, general and
administrative expenses 42,177 43,556
Research and development 3,663 4,367
---------------------------------------------
Total expenses 260,896 279,116
Earnings related to investments
in foreign affiliates 846 5,694
---------------------------------------------
Income from operations 6,844 18,658
Other income (expense):
Interest income 1,081 1,671
Interest expense (8,110) (6,194)
---------------------------------------------
Total other expense (7,029) (4,523)
---------------------------------------------
(Loss) income before income taxes (185) 14,135
Provision for income taxes 575 5,293
---------------------------------------------
Net (loss) income $ (760) $ 8,842
=============================================
See accompanying notes.
United Defense Industries, Inc.
Unaudited Consolidated Statement
of Stockholders' Equity
(In thousands)
Accumulated
Additional other
Common Paid-In Retained Comprehensive Stockholders'
Stock Capital Deficit Loss Loans Total
-------------------------------------------------------------------------------------
Balance, December 31, 2000 $180 $180,031 $(133,080) $(1,236) $45,895
Net foreign currency translation
adjustment (1,512) (1,512)
Cumulative effect of change in
accounting principle-foreign
currency hedges (951) (951)
Change in fair value of foreign
currency hedges (909) (909)
Net income for the three months
ended March 31, 2001 8,842 8,842
-------
Total comprehensive income 5,470
-------------------------------------------------------------------------------------
Balance, March 31, 2001 $180 $180,031 $(124,238) $(3,372) $(1,236) $51,365
======================================================================================
See accompanying notes.
United Defense Industries, Inc.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
Three month Three month
ended ended
March 31, 2000 March 31, 2001
------------------------------------------------
Operating activities
Net (loss) income $ (760) $ 8,842
Adjustments to reconcile net (loss) income to cash
provided by operating activities:
Depreciation 6,337 5,117
Amortization 17,460 19,280
Changes in assets and liabilities:
Trade receivables (9,874) (1,429)
Inventories (5,546) (28,480)
Other assets 225 (2,106)
Prepaid pension and postretirement benefit cost (1,681) (587)
Accounts payable, trade and other (16,284) (22,366)
Advanced payments 6,556 20,821
Accrued and other liabilities 1,184 (12,292)
Accrued pension and postretirement benefit cost 120 (1,747)
------------------------------------------------
Cash used in operating activities (2,263) (14,947)
------------------------------------------------
Investing activities
Capital spending (2,919) (1,769)
Disposal of property, plant and equipment 101 156
Purchase of Barnes & Reinecke, net of $1.2 million
cash acquired (1,602) -
------------------------------------------------
Cash used in investing activities (4,420) (1,613)
------------------------------------------------
Financing activities
Payments on long-term debt (35,824) (34,814)
------------------------------------------------
Cash used in financing activities (35,824) (34,814)
Effect of exchange rate changes on cash and marketable
securities - 212
Decrease in cash and marketable securities (42,507) (51,161)
Cash and marketable securities, beginning of period 94,325 113,357
------------------------------------------------
Cash and marketable securities, end of period $ 51,818 $ 62,196
================================================
See accompanying notes.
United Defense Industries, Inc.
Notes to Unaudited Consolidated Financial Statements
March 31, 2001
1. Basis of Presentation
The financial information presented as of any other date than December 31 has
been prepared from the books and records without audit. Financial information
as of December 31 has been derived from the audited financial statements of
United Defense Industries, Inc. (the "Company"), but does not include all the
disclosures required by generally accepted accounting principles. In the
opinion of management, the accompanying unaudited financial statements contain
all adjustments, consisting of only normal recurring adjustments necessary to
present fairly the Company's financial position as of March 31, 2001, and the
results of its operations and cash flows for the periods ended March 31, 2001
and 2000. The results of operations are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. These
unaudited consolidated financial statements should be read in conjunction with
the financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.
2. Commitments and Contingencies
As described in the Company's Report on Form 10-K for the year ended
December 31, 2000, the Company has been a defendant in U.S. ex rel. Seman and
----------------------
Shukla v. United Defense, FMC Corp., and Harsco Corp., an action filed against
-----------------------------------------------------
the Company and its prior owners on July 23, 1997 in the U.S. District Court for
the District of Minnesota under the U.S. Civil False Claims Act. A complete
settlement of such action was negotiated by the parties, and consented to by the
U.S. Government, under which the Company is to pay a total of $6 million to
settle the case, divided into installments payable over a three-year period. No
finding of wrongdoing was made against the Company, and no other administrative
or legal action is to be taken against the Company in respect of matters alleged
in the case. On March 9, 2001, the settlement was approved by the court, and
has accordingly become final.
3. Financial Information for Subsidiary Guarantors and non-Guarantors
The outstanding loans under the senior credit facility and senior
subordinated notes are general obligations of the Company and are jointly and
severally guaranteed by the wholly owned subsidiary guarantors of the Company.
Bofors is the only non-guarantor subsidiary of the Company.
The following information presents an unaudited consolidating Balance
Sheet, Statement of Operations and Statement of Cash Flows for the Three Months
2001.
United Defense Industries, Inc.
Unaudited Consolidating Balance Sheet
As of March 31, 2001
(In millions)
Non-
Subsidiary Guarantor
Parent Guarantors Subsidiary Eliminations Consolidated
----------------------------------------------------------------
Assets
Current assets:
Cash and maketable securities $ - $ 24.5 $ 37.7 $ - $ 62.2
Trade receivables - 96.4 14.7 - 111.1
Inventories - 275.9 11.8 - 287.7
Other current assets - 6.4 7.0 - 13.4
----------------------------------------------------------------
Total current assets - 403.2 71.2 - 474.4
Property, plant and equipment, net - 73.9 2.8 - 76.7
Intangible assets, net - 168.6 3.6 - 172.2
Prepaid pension and postretirement benefit cost - 123.7 - - 123.7
Restricted cash - - 21.8 - 21.8
Due from subsidiary 19.9 - - (19.9) -
Investments in and advances to subsidiaries 269.5 - - (269.5) -
Other assets - 5.2 1.0 - 6.2
----------------------------------------------------------------
Total assets $ 289.4 $774.6 $100.4 $(289.4) $ 875.0
================================================================
Liabilities and Equity
Current liabilities:
Current portion of long-term debt $ 11.5 $ - $ - $ - $ 11.5
Accounts payable, trade and other - 58.8 5.0 - 63.8
Advanced payments - 325.0 38.2 - 363.2
Accrued and other liabilities - 85.4 10.3 - 95.7
----------------------------------------------------------------
Total current liabilities 11.5 469.2 53.5 - 534.2
Long-term liabilities:
Due to parent - - 19.9 (19.9) -
Accrued pension and postretirement benefit cost - 5.6 21.2 - 26.8
Long-term debt net of current portion 223.2 - - - 223.2
Other liabilities - 32.9 6.5 - 39.4
----------------------------------------------------------------
Total liabilities 234.7 507.7 101.1 (19.9) 823.6
Common Stock 0.2 - - - 0.2
Additional paid-in-capital 180.0 - - - 180.0
Stockholders' loans (1.2) - - - (1.2)
Retained earnings/(deficit) (124.2) 266.9 2.7 (269.5) (124.2)
Accumulated other comprehensive loss - (3.4) (3.4)
Stockholders' Equity 54.7 266.9 (0.7) (269.5) 51.4
----------------------------------------------------------------
Total liabilities and stockholders' equity $ 289.4 $774.6 $100.4 $(289.4) $ 875.0
================================================================
United Defense Industries, Inc.
Unaudited Consolidating Statement of Operations
For the Quarter ended March 31, 2001
(In millions)
Non-
Subsidiary Guarantor
Parent Guarantors Subsidiary Eliminations Consolidated
---------------------------------------------------------------
Revenue:
Sales $ - $260.9 $31.2 $ - $292.1
Costs and expenses:
Cost of sales - 205.9 25.3 - 231.2
Selling, general and
administrative expenses - 38.8 4.8 - 43.6
Research and development - 3.4 1.0 - 4.4
---------------------------------------------------------------
Total expenses - 248.1 31.1 - 279.2
Earnings related to investments
in foreign affiliates and
subsidiaries 19.9 5.7 - (19.9) 5.7
---------------------------------------------------------------
Income (loss) from operations 19.9 18.5 0.1 (19.9) 18.6
Other income (expense):
Interest income 0.4 0.7 1.0 (0.4) 1.7
Interest expense (6.2) - (0.4) 0.4 (6.2)
---------------------------------------------------------------
Total other expense (5.8) 0.7 0.6 - (4.5)
---------------------------------------------------------------
Income (loss) before income taxes 14.1 19.2 0.7 (19.9) 14.1
Provision for income taxes 5.3 - - - 5.3
---------------------------------------------------------------
Net income (loss) $ 8.8 $ 19.2 $ 0.7 $(19.9) $ 8.8
===============================================================
United Defense Industries, Inc.
Unaudited Consolidating Condensed Statement of Cash Flows
March 31, 2001
(In millions)
Non-
Subsidiary Guarantor
Parent Guarantors Subsidiary Eliminations Consolidated
---------------------------------------------------------------
Cash (used in) provided by operating activities $ 54.7 $ 8.1 $(11.9) $(65.8) $ (14.9)
Cash (used in) provided by investing activities (19.9) (1.8) 0.2 19.9 (1.6)
Cash (used in) provided by financing activities (34.8) (45.9) - 45.9 (34.8)
Effect of exchange rate changes on cash and
marketable securities 0.2 0.2
Net change in cash and marketable securities - (39.6) (11.7) - (51.3)
Cash and marketable securities, beginning of period - 63.6 49.8 - 113.4
---------------------------------------------------------------
Cash and marketable securities, end of period $ - $ 24.0 $ 38.1 $ - $ 62.1
===============================================================
4. Change in Accounting Principle
Effective January 1, 2001, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended. The statement
requires that an entity recognize all derivatives as either assets or
liabilities.
At December 31, 2000, the Company had foreign exchange contracts which were
designated as cash flow hedges. The fair value of the contracts was a liability
of $0.95 million at December 31, 2000. The transition adjustment to implement
this new standard on January 1, 2001, which is presented as a cumulative effect
of change in accounting principle, was charged to accumulated other
comprehensive loss within stockholders' equity.
IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
----------------------------------------------------
March 31, 2001
---------------
Forward-Looking Statements
Management's Discussion and Analysis of the Results of Operations and
Financial Condition contains forward-looking statements that are based on
management's expectations, estimates, projections and assumptions. Words such
as "expects," "anticipates," "plans," "believes," "estimates," variations of
these words, and similar expressions are intended to identify forward-looking
statements which include but are not limited to projections of revenues,
earnings, performance, cash flows and contract awards. Forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are not guarantees
of future performance and involve certain risks and uncertainties which are
difficult to predict. Therefore, actual future results and trends may differ
materially from those made in or suggested by any forward-looking statements due
to a variety of factors, including: the ability of United Defense Industries,
Inc. (the "Company") to design and implement key technological improvements
(such as, for example in the Crusader program) and to execute its internal
performance plans; performance issues with key suppliers and subcontractors;
developments with respect to contingencies such as legal proceedings and
environmental matters; labor negotiations; changing priorities or reductions in
the U.S. government defense budget; the performance of, and political and other
risks associated with, the Company's international operations and joint
ventures; and the termination of government contracts due to unilateral
government action. For additional information, see "Risk Factors" in the
Company's Registration Statement on Form S-4, SEC File Number 333-43619.
The following discussion and analysis should be read in conjunction with
the financial statements and related notes and the other financial information,
included elsewhere in this report, and with the Company's Annual Report on Form
10-K for the year ended December 31, 2000.
Introduction
In October 1997, the Company's direct parent, Iron Horse Investors, L.L.C.
("Iron Horse"), was funded from several partnerships controlled by The Carlyle
Group. The equity was invested in the Company. On October 6, 1997, the Company
acquired (the "Acquisition") directly or through its wholly owned subsidiary,
UDLP Holdings Corp., 100% of the partnership interests in United Defense L.P.
("UDLP").
United Defense Industries, Inc. is the only asset of Iron Horse.
Accordingly, Management's Discussion and Analysis of the Results of Operations
and Financial Condition is the same for both Iron Horse and United Defense
Industries, Inc. The Company's subsidiary guarantors, UDLP Holdings Corp., UDLP
and Barnes & Reinecke, Inc. ("BRI"), are directly or indirectly wholly owned by
the Company and all such subsidiary guarantors have guaranteed the Company's
8 3/4% Senior Subordinated Notes on a full, unconditional, and joint and several
basis. Accordingly, separate financial statements of those subsidiaries are not
considered material or provided herein. Bofors Defence ("Bofors"), a Swedish
company acquired by the Company in September, 2000, is a non-guarantor
subsidiary. Note 3 to the consolidated financial statements of United Defense
Industries, Inc. sets forth condensed consolidating Balance Sheets, Statement of
Operations and Statement of Cash Flows for guarantor and non-guarantor
subsidiaries as of March 31, 2001 and for the three months then ended.
Overview
The Company is a supplier of tracked, armored combat vehicles and weapons
delivery systems to the U.S. Department of Defense ("DoD") and a number of
allied military forces worldwide. The Company's products include critical
elements of the U.S. military's tactical force structure. The Company had a
firm funded backlog of approximately $1.9 billion as of March 31, 2001, a
substantial majority of which is derived from sole-source, prime contracts.
Approximately 70% of the Company's sales for the first three months of 2001 were
to the U.S. government, primarily to agencies of the DoD (excluding Foreign
Military Sales), or through subcontracts with other government contractors.
Interim Armored Vehicles. In October 1999 the U.S. Army embarked upon an
initiative to create a so-called medium force, intended to be lighter and less
heavily-armed than the Army's existing heavy divisions based on the M1 tank and
Bradley Fighting Vehicle, but more lethal and survivable than lighter Army units
such as the airborne forces. To equip the new units, known as Interim Brigade
Combat Teams ("IBCT"), in April 2000 the Army commenced a solicitation for
so-called Interim Armored Vehicles ("IAV"), emphasizing a thirty eight thousand
pounds weight limit, rapid deployability using the Air Force's smallest air
transports (C130 aircraft), and early fielding using off-the-shelf technology.
United Defense participated in the competitive bidding for the IAVs, proposing
the use of its tracked MTVL (stretched and upgraded M113) and M8 Armored Gun
System vehicles (see Item 1. Description of Business in Company's Form 10-K
report for 2000) at a total price of $1.9 billion. Certain competitors proposed
wheeled vehicles for the IAV program. For military combat vehicles, there are
substantial manufacturing, design, and engineering differences between wheeled
and tracked vehicles, and the Company historically has not produced wheeled
vehicles.
On November 16, 2000, the Army announced its award of the IAV contract at a
price of $4.3 billion to a joint venture formed by General Motors of Canada and
General Dynamics Land Systems (GM/GD). As many as 2,100 vehicles could be
acquired under the IAV contract for up to six IBCT brigades over approximately a
six-year period. The IAVs provided by GM/GD would be upgraded or redesigned
versions of the Swiss light-duty LAV-III wheeled vehicle. On December 4, 2000,
United Defense filed a formal protest with the General Accounting Office ("GAO")
relating to the Army's IAV award, primarily on the grounds that (i) in a
procurement where early fielding was stated to be of paramount importance, the
LAV-III vehicles cannot be fielded, depending on specific vehicle type, until
one to three years or more after their UDLP counterparts; (ii) the Army favored
GM/GD during the competition by secretly applying new, unannounced evaluation
factors which biased the selection in favor of a wheeled vehicle outcome; and
(iii) in a best value procurement, the LAV-III selection cannot be justified
when the vehicle is inferior in performance, requires an extensive development
effort of uncertain outcome before it can ever be fielded, and will cost the
Army more than double the price of the United Defense vehicles.
On April 9, 2001, the GAO issued its decision, denying the Company's
protest. The Company does not anticipate that it would pursue the protest in
federal court, and accordingly believes that legal proceedings over the award
are at an end. Beyond the initial increment of IAV funding provided by Congress
in 2000, the program would require successive annual appropriations for each
additional year in which the program were to be continued. The ongoing
existence and/or scale of the IAV program is subject to significant
uncertainties, including the Bush Administration's review of DoD missions,
priorities, and programs (the "Administration Defense Review", also described
under such heading in Item 7 in the Company's Form 10-K report for 2000). To
the extent that the IAV program were to continue, further funding for it may
adversely affect funding available for other Company programs, such as the
Crusader artillery system and upgrades to the Bradley Fighting Vehicle fleet.
Administration Defense Review. The eventual outcome of the Bush
Administration's review of the Defense Department's principal missions,
priorities, and programs is unknown. The Company understands that the review
involves a number of panels of advisors, and that the recommendations of the
various panels would in turn be drawn upon in formulating the Administration's
ultimate position. Recent press reports indicate that some panel
recommendations may include the cancellation or deferral of various DoD weapons
programs, including certain programs in which the Company participates: the
Crusader artillery system, the DD21 destroyer, and further upgrades to the
Bradley Fighting Vehicle fleet. The Company is uncertain whether (i) any such
panel recommendations will ultimately be made, (ii) any such recommendations, if
made, would in turn be incorporated into the Administration's defense budgetary
and legislative proposals, and (iii) any ensuing Congressional action would
adopt, reject, or otherwise
vary the Administration's proposals. If the final outcome of the foregoing
process were to include any significant reduction, deferral, or cancellation of
one or more substantial programs in which the Company participates, the
Company's revenues and profits would be commensurately reduced, to the extent
not offset by favorable developments elsewhere in the Company's business.
There were no material changes to the Company's major programs from those
described in the Company's Form 10-K report other than additional funding as new
contracts are negotiated and awarded.
For a more detailed description of the Company's business and principal
operating programs, see the Form 10-K report for the year ended December 31,
2000.
Results of Operations
Three Months Ended March 31, 2001 ("Three Months 2001") Compared with Three
Months Ended March 31, 2000 ("Three Months 2000").
Revenue. Revenue in the Three Months 2001 was $292.1 million, an increase
of 9.4% or $25.2 million from the Three Months 2000. The improvement in revenue
was largely due to the sales generated by Bofors Defence ("Bofors"), which was
acquired in September, 2000, higher billings for advanced gun systems, self-
propelled howitzers and Turkish royalties. However, these increases were
partially offset by lower shipments of Bradley vehicles and technical support
and decreased billing for the Crusader program.
Gross Profit. Gross profit for the Three Months 2001 of $60.9 million was
higher by $9.0 million or 17.5% from the Three Months 2000. The gross profit
percentage slightly improved by 1.4 percentage points to 20.8% for the Three
Months 2001 from 19.4% for the Three Months 2000. Approximately half of the
increase in gross profit was contributed by Bofors and the remaining positive
variance was the result of contract profit adjustments primarily on the Crusader
program.
Selling, general and administrative expenses. Selling, general and
administrative expenses of $43.6 million for the Three Months 2001 were slightly
higher by $1.4 million from $42.2 million for Three Months 2000. The higher
expenses were mostly due to spending at Bofors and increased amortization of
intangibles related to acquisitions partially offset by lower costs for
proposals and marketing activity.
Research and development. Research and development costs were $4.4 million
for the Three Months 2001 compared to $3.7 million for the Three Months 2000.
The variance was primarily due to spending by Bofors.
Earnings from foreign affiliates. Earnings from foreign affiliates were
$5.7 million in the Three Months 2001, up by $4.8 million from $0.8 million in
the Three Months 2000. The increase was due to an end of contract adjustment in
the Company's joint venture in Saudi Arabia.
Interest expense. Net interest expense for the Three Months 2001 was $4.5
million compared with $7.0 million for the Three Months 2000. The decline in
interest expense is the result of lower debt levels and reduced interest rates.
Provision for income taxes. Income taxes provided in the Three Months
2001 was $5.3 million compared with $0.6 million for the Three Months 2000. In
the Three Months 2001 $3.6 million was related to Pennsylvania state taxes for
prior years.
Net (loss) income. As a result of the foregoing, there was a net income of
$8.8 million in the Three Months 2001 compared with a net loss of $0.8 million
in the Three Months 2000.
Liquidity
Cash used in operating activities was $14.9 million for the Three Months
2001 and $2.3 million for the Three Months 2000. The net income adjusted for
non-cash items was $33.2 million in the Three Months 2001, higher by $10.2
million than the Three Months 2000. The higher adjusted net income was
adversely affected by increases in working capital necessary to fund the
production of major contracts such as Bradley Fighting vehicles, amphibious
assault vehicles for Korea and Italy and the Crusader program.
Cash used for investing activities was $1.6 million during the Three Months
2001 compared to $4.4 million for the Three Months 2000. The reduced use of
funds was the result of lower capital spending in 2001 and the purchase of
Barnes & Reinecke, Inc. in 2000.
Cash used for financing activities was applied to pay down debt of $34.8
million and $35.8 million in 2001 and 2000, respectively.
IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
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MARKET RISK
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March 31, 2001
Forward Exchange Contracts. Bofors uses forward exchange contracts to
reduce the effect of fluctuating currencies on short-term foreign currency-
denominated transactions.
The following table summarizes by major currency the contractual amounts of
Bofors' forward exchange contracts and their termination market values.
Contractual Termination
Contractual Currency Amount Market Value
---------------------- ------------ ------------
British pound USD 3.0 USD 3.3
European euro USD 1.5 USD 1.6
US dollar USD (9.0) USD (11.2)
As a result of adopting SFAS No. 133, the net liability for the difference
between the contractual amount and the termination market value is recorded as a
current liability in the balance sheet.
PART II
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OTHER INFORMATION
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March 31, 2001
ITEM 1. Legal Proceedings
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As described in the Company's Report on Form 10-K for the year ended
December 31, 2000, the Company has been a defendant in U.S. ex rel. Seman and
----------------------
Shukla v. United Defense, FMC Corp., and Harsco Corp., an action filed against
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the Company and its prior owners on July 23, 1997 in the U.S. District Court for
the District of Minnesota under the U.S. Civil False Claims Act. A complete
settlement of such action was negotiated by the parties, and consented to by the
U.S. Government, under which the Company is to pay a total of $6 million to
settle the case, divided into installments payable over a three-year period. No
finding of wrongdoing was made against the Company, and no other administrative
or legal action is to be taken against the Company in respect of matters alleged
in the case. On March 9, 2001, the settlement was approved by the court, and
has accordingly become final.
The Company is also subject to other claims and lawsuits arising in the
ordinary course of business. Management believes that the outcome of any such
proceedings to which the Company is a party will not have a material adverse
effect on the Company.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
SIGNATURE
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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.
By: /s/ Francis Raborn
-------------------
Francis Raborn
Principal Financial and
Accounting Officer
and Authorized Signatory
Dated: May 9, 2001