UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 JUNE 20, 1999
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 1-12385
-------------------------
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1541566
- -------- ----------
State or Other Jurisdiction of IRS Employer
Incorporation or Organization Identification No.
4101 Washington Avenue, Newport News, Virginia 23607-2770
- ---------------------------------------------- ----------
Address of Principal Executive Offices Zip Code
(757) 380-2000
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $.01 per share: 34,594,863 shares and associated
preferred stock purchase rights as of July 16, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
Part I--Financial Information
Newport News Shipbuilding Inc.
Consolidated Statements of Earnings - Second Quarter........... 2
Consolidated Statements of Earnings - Six Months............... 3
Consolidated Balance Sheets.................................... 4
Consolidated Statements of Cash Flows.......................... 5
Notes to Consolidated Financial Statements..................... 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 10
Part II--Other Information
Item 1. Legal Proceedings......................................... 14
Item 2. Changes in Securities and Use of Proceeds................. *
Item 3. Defaults Upon Senior Securities........................... *
Item 4. Submission of Matters to a Vote of Security Holders....... 14
Item 5. Other Information......................................... *
Item 6. Exhibits and Reports on Form 8-K.......................... 14
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
THIS QUARTERLY REPORT ON FORM 10-Q SHOULD BE READ IN CONJUNCTION WITH THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, AS AMENDED, FOR THE YEAR ENDED DECEMBER
31, 1998.
<PAGE>
PART I
FINANCIAL INFORMATION
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Quarter Ended
---------------------------
June 20, June 21,
1999 1998
------------ ------------
Millions (Except Shares and Per Share Amounts)
Revenues........................................ $ 444 $ 466
Operating Costs and Expenses.................... (387) (423)
Other Income (Expense), net..................... 15 (1)
---------- -----------
Operating Earnings.............................. 72 42
Interest Expense, net of interest capitalized... (12) (14)
----------- ------------
Earnings Before Income Taxes.................... 60 28
Provision for Income Taxes...................... (25) (12)
----------- ------------
Net Earnings.................................... $ 35 $ 16
=========== ============
Weighted Average Number of Common Shares
Outstanding
Basic........................................ 35,075,784 34,909,198
=========== ============
Diluted...................................... 36,396,534 36,042,161
=========== ============
Net Earnings Per Common Share
Basic........................................ $ .99 $ .46
=========== ============
Diluted...................................... $ .95 $ .45
=========== ============
Dividends Declared Per Common Share............. $ .04 $ .04
=========== ============
The accompanying notes are an integral part of these consolidated statements of
earnings. See Note 4 for information on reportable segments.
2
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Six Months Ended
--------------------------
June 20, June 21,
1999 1998
------------ ------------
Millions (Except Shares and Per Share Amounts)
Revenues........................................ $ 874 $ 863
Operating Costs and Expenses.................... (773) (781)
Other Income (Expense), net..................... 15 -
----------- -----------
Operating Earnings.............................. 116 82
Interest Expense, net of interest capitalized... (24) (27)
----------- -----------
Earnings Before Income Taxes.................... 92 55
Provision for Income Taxes...................... (39) (23)
----------- -----------
Net Earnings.................................... $ 53 $ 32
=========== ===========
Weighted Average Number of Common Shares Outstanding
Basic........................................ 34,855,662 34,944,826
=========== ===========
Diluted...................................... 36,172,587 36,074,099
=========== ===========
Net Earnings Per Common Share
Basic........................................ $ 1.51 $ .92
=========== ===========
Diluted...................................... $ 1.45 $ .89
=========== ===========
Dividends Declared Per Common Share............. $ .08 $ .08
=========== ===========
The accompanying notes are an integral part of these consolidated statements of
earnings. See Note 4 for information on reportable segments.
3
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED BALANCE SHEETS
June 20, December 31,
1999 1998
------------ ------------
(Unaudited) (Audited)
Millions (Except Share Amounts)
ASSETS
Current Assets
Cash and Cash Equivalents....................... $ 30 $ 3
Accounts Receivable............................. 73 143
Contracts in Process............................ 369 334
Inventory....................................... 55 52
Deferred Income Taxes........................... 106 116
Other Current Assets............................ 15 12
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Total Current Assets............................ 648 660
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Noncurrent Assets
Property, Plant and Equipment, net.............. 731 763
Other Assets.................................... 197 177
------ ------
Total Noncurrent Assets......................... 928 940
------ ------
$1,576 $1,600
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade Accounts Payable.......................... $ 79 $ 129
Short-Term Debt................................. 29 38
Postretirement Benefits......................... 122 122
Other Accrued Liabilities ...................... 258 229
------ ------
Total Current Liabilities....................... 488 518
------ ------
Noncurrent Liabilities
Long-Term Debt.................................. 514 591
Deferred Income Taxes........................... 232 235
Other Long-Term Liabilities..................... 33 24
Commitments and Contingencies (See Note 3)......
------ ------
Total Noncurrent Liabilities.................... 779 850
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Stockholders' Equity
Common Stock, $.01 par value -
authorized 70,000,000 shares; issued
35,288,911 shares at June 20, 1999 and
35,286,386 shares at December 31, 1998....... 1 1
Paid-In Capital................................. 274 276
Retained Earnings/(Accumulated Deficit)......... 43 (7)
Unearned/Deferred Compensation.................. (4) (4)
Stock Employee Compensation Trust (SECT)........ (5) (34)
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Total Stockholders' Equity...................... 309 232
------ ------
$1,576 $1,600
====== ======
The accompanying notes are an integral part of these consolidated balance
sheets. See Note 4 for information on reportable segments.
4
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
---------------------------
June 20, June 21,
1999 1998
------------ ------------
Millions
Cash Flows from Operating Activities:
Net Earnings...................................... $ 53 $ 32
Adjustments to Reconcile Net Earnings to
Net Cash Provided by Operating Activities -
Depreciation and Amortization............... 30 33
Deferred Income Taxes....................... 7 (1)
Loss on Equity Investments.................. 1 1
Disposition of Property Plant & Equipment... 9 -
Changes in Components of Working Capital -
Decrease (Increase) in -
Accounts Receivable...................... 70 12
Contracts in Process..................... (35) (37)
Inventory................................ (3) (21)
Other Current Assets..................... (3) -
Increase (Decrease) in -
Trade Accounts Payable................... (50) (15)
Accrued Liabilities and Other............ 29 15
Other, net.................................. 8 3
----- -----
Net Cash Provided by Operating Activities......... 116 22
----- -----
Cash Flows from Investing Activities:
Capital Expenditures.............................. (7) (4)
Other............................................. (15) (23)
----- -----
Net Cash Used by Investing Activities............. (22) (27)
----- -----
Cash Flows from Financing Activities:
(Decrease) Increase in Long-Term Debt............. (77) 21
Payments on Short-Term Debt....................... (9) (2)
Issuance of SECT Shares/Common Stock.............. 22 7
Net Treasury Stock Purchases...................... - (17)
Dividends Paid.................................... (3) (3)
----- -----
Net Cash Provided (Used) by Financing Activities.. (67) 6
----- -----
Net Increase in Cash and Cash Equivalents......... 27 1
Cash and Cash Equivalents at Beginning of Period.. 3 3
----- -----
Cash and Cash Equivalents at End of Period........ $ 30 $ 4
===== =====
Cash Paid During the Period for Income Taxes...... $ 4 $ 14
===== =====
Cash Paid During the Period for Interest.......... $ 28 $ 27
===== =====
The accompanying notes are an integral part of these consolidated statements of
cash flows.
5
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
Unless the context otherwise requires, the term "Company" refers to Newport News
Shipbuilding Inc. ("NNS") and its consolidated subsidiaries. Although certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules and regulations, the Company believes
that the disclosures included herein are adequate to make the information
presented not misleading. Operating results for the three and six month periods
ended June 20, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999. These unaudited financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K, as
amended, for the year ended December 31, 1998.
The Company is reporting quarterly results on an accounting-month basis
consistent with the prior year. In the opinion of the Company's management, the
unaudited financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation.
2. EARNINGS PER SHARE
In 1997, the Company adopted Statement of Financial Accounting Standards ("FAS")
No. 128, "Earnings per Share". Basic earnings per common share was computed by
dividing net earnings by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per common share was computed
assuming the terms and conditions for the contingent shares and common stock
options were met and converted on June 20, 1999 and June 21, 1998, respectively.
3. COMMITMENTS AND CONTINGENCIES
Government Contracting
As a general practice in the defense industry, the Defense Contract Audit Agency
("DCAA") and other government agencies continually review the cost
accounting and other practices of government contractors, including the Company,
conduct other investigations, and make specific inquiries. In the course of
those reviews and investigations, cost accounting and other issues are
identified, discussed and settled, or resolved through legal proceedings. In
some cases, recognition of the inherent uncertainties and costs of litigation
may cause management to decide to settle a matter.
As with other government contractors, the U.S. Government has from time to time
recommended that certain of the Company's contract prices be reduced, or costs
allocated to its government contracts be disallowed. Some of these
recommendations involve substantial amounts. In the past, as a result of such
audits and other investigations and inquiries, the Company has on occasion
agreed to adjustments to its contract prices and the costs allocated to its
government contracts. The Company is currently involved in several such audits
and other investigative proceedings with the U.S. Government. The Company is
also engaged in settlement discussions on certain matters and has filed a
lawsuit concerning specific cost accounting issues.
6
<PAGE>
As previously reported, the DCAA conducted a post-award audit of the contract to
build the aircraft carrier Reagan. In April 1998, the DCAA issued its official
audit report ("Audit Report") in which it concluded that the cost or pricing
data supplied by the Company to the U.S. Navy was not current, accurate, and
complete and, therefore, projected labor and overhead costs were overstated for
the Reagan contract. Accordingly, the DCAA recommended to the U.S. Navy's
contracting officer that the contract price for Reagan be reduced by
approximately $135 million. After giving consideration to the cost sharing
provisions in the contract, the proposed price reduction could generate an
operating income adjustment of approximately $47 million over the life of the
contract.
The Company disagrees with the conclusions of the Audit Report and the DCAA's
recommendation to the contracting officer. Management believes that the Company
has substantial and meritorious grounds on which to contest any action by the
U.S. Navy seeking to reduce the Reagan contract price and intends to pursue its
defenses in response to any attempt by the U.S. Navy to make such a reduction.
Management believes that the final resolution of this matter will not have a
material impact on the financial position or results of operations of the
Company.
In addition to the DCAA audit, a civil investigation, also focused on the cost
or pricing data that the Company supplied to the U.S. Navy in connection with
the Reagan contract, is being conducted jointly by the Department of Defense,
the Department of Justice, the U.S. Attorney's Office for the Eastern District
of Virginia, and the Naval Criminal Investigative Service. Management believes
the Company complied with all applicable laws.
During the first quarter of 1999, the Company received a letter from the U.S.
Navy Supervisor of Shipbuilding forwarding a DCAA final audit report questioning
approximately $83 million of costs allocated to U.S. Government contracts as
Independent Research and Development ("IR&D"). The letter requested additional
comments regarding why NNS considers its existing cost accounting practice to be
compliant with the Cost Accounting Standards. The Company provided such
comments in the second quarter of 1999. Based on the Company's present
understanding of the claims the U. S. Government might assert, and defenses
believed to be available in connection with this issue, management believes that
the final resolution of this matter will not have a material impact on the
financial position or results of operations of the Company.
Significant Estimates
In June 1999, the Company delivered its sixth and final commercial product
tanker, completing the strategy announced in March 1998 to exit the commercial
ship construction market. The loss provision on undelivered ships at December
31, 1998 was approximately $80 million. The delivery of the final commercial
product tanker did not have a material impact on the financial position or
results of operations of the Company.
Litigation
The Company is both a plaintiff and a defendant in various matters related to
the normal conduct of its business. In the opinion of management, the outcome of
these proceedings should not have a material effect on the financial position or
results of operations of the Company.
4. REPORTABLE SEGMENTS
The Company's reportable operating segments represent strategic initiatives
supporting the entire lifecycle of U.S. Navy ships - Construction, Fleet
Services, and Engineering, as well as a logical linking of similar contracts
based on funding provisions. Engineering contracts generally receive funding on
an annual basis, Fleet Services contracts typically span between one month and
two years, and Construction contracts generally span a period of two or more
years. The reportable segments are managed separately because each business has
differing customer requirements based on the nature of the services provided.
The Company evaluates performance based on profit or loss from operations before
interest and income taxes, not including nonrecurring gains and losses.
7
<PAGE>
Information about Revenues and Operating Earnings
For the Quarters Ended June 20, 1999 and June 21, 1998, respectively (in
millions)
<TABLE>
<CAPTION>
Fleet All
Construction Services Engineering Others (1) Total
------------ -------- ----------- ---------- -----
<S> <C>
1999
- ----
Revenues...................... $ 164 $ 215 $ 59 $ 6 $ 444
Segment Operating Earnings.... 35 20 5 12 72
1998
- ----
Revenues...................... $ 227 $ 157 $ 75 $ 7 $ 466
Segment Operating Earnings.... 25 14 4 (1) 42
</TABLE>
1. Other business activities include industrial products, commercial nuclear
activities including valve and pump repair and technical services, equity
investments, and corporate activities.
Reconciliation of Segment Information to Consolidated Amounts
For the Quarters Ended June 20, 1999 and June 21, 1998, respectively
(in millions)
1999 1998
---- ----
Revenues
- --------
Total revenues for reportable segments............ $ 438 $ 459
Other revenues.................................... 6 7
------ ------
Total consolidated revenues................. $ 444 $ 466
====== ======
Operating Earnings
- ------------------
Total operating earnings for reportable segments.. $ 60 $ 43
Other operating earnings.......................... 12 (1)
------ ------
Total consolidated operating earnings....... $ 72 $ 42
====== ======
Information about Revenues and Operating Earnings
For the Six Months Ended June 20, 1999 and June 21, 1998, respectively (in
millions)
<TABLE>
<CAPTION>
Fleet All
Construction Services Engineering Others (1) Total
------------ -------- ----------- ---------- -----
<S> <C>
1999
- ----
Revenues...................... $ 344 $ 421 $ 98 $ 11 $ 874
Segment Operating Earnings.... 54 41 8 13 116
1998
- ----
Revenues...................... $ 417 $ 297 $ 137 $ 12 $ 863
Segment Operating Earnings.... 44 29 9 - 82
</TABLE>
1. Other business activities include industrial products, commercial nuclear
activities including valve and pump repair and technical services, equity
investments, and corporate activities.
8
<PAGE>
Reconciliation of Segment Information to Consolidated Amounts
For the Six Months Ended June 20, 1999 and June 21, 1998, respectively
(in millions)
1999 1998
---- ----
Revenues
- --------
Total revenues for reportable segments............ $ 863 $ 851
Other revenues.................................... 11 12
------ ------
Total consolidated revenues................. $ 874 $ 863
====== ======
Operating Earnings
- ------------------
Total operating earnings for reportable segments.. $ 103 $ 82
Other operating earnings.......................... 13 -
------ ------
Total consolidated operating earnings....... $ 116 $ 82
====== ======
5. OTHER MATTERS
Business Transactions Update
The Company announced, in June 1999 that it would no longer pursue a merger with
Avondale Industries, Inc.("Avondale"). The decision was reached when the Company
received notification that Avondale's Board of Directors would accept Litton
Industries, Inc's. offer to acquire Avondale. In accordance with the Avondale
merger agreement, the Company received a termination fee and option proceeds of
$15 million, net of expenses. This fee was recorded during the quarter ended
June 20, 1999 and is included in other income for the quarter.
In June 1999, the Company announced a formal agreement with Science Applications
International Corporation ("SAIC") regarding a worldwide business partnership,
AMSEC LLC. The joint venture provides logistics and life cycle services to the
active U.S. Navy fleet from over 20 locations. The Company and SAIC own 45% and
55% of the new organization, respectively. This investment has been accounted
for using the equity method.
During the first quarter of 1999, the Company received an unsolicited offer from
General Dynamics Corporation ("General Dynamics") proposing to pay $38.50 per
share in cash for all of its outstanding shares, subject to various conditions
including antitrust clearance from the appropriate regulatory authorities in the
Departments of Justice and Defense. In April 1999, the Department of Defense
(DoD) announced that it would not approve the proposed General Dynamics
acquisition of Newport News, which led to the withdrawal of the offer by General
Dynamics.
On May 6, 1999, the Company announced that Litton Industries, Inc. had submitted
an unsolicited proposal to acquire the Company in a tax-free, stock-for-stock
merger in which each of the Company's shares would be converted into .55 Litton
shares. In July 1999, Litton Industries withdrew its offer to acquire the
Company because the proposed transaction was not likely to receive the necessary
government approval.
Ratification of New Collective Bargaining Agreement
Local 8888 of the United Steelworkers of America, representing hourly production
and maintenance employees of the Company, went on strike when the Company's
previous labor agreement expired on April 4, 1999. On July 30, 1999 the
steelworkers ratified an agreement reached between the Company and the United
Steelworkers of America ending the strike and putting into effect a new 58-month
contract. Management does not believe that this new contract will have a
material impact on the financial position or results of operations of the
Company.
9
<PAGE>
Share Repurchase Program
The Company's Board of Directors approved a $100 million share repurchase
program in June 1999. This new program is expected to be implemented over the
1999-2000 time period and will be accomplished through open market and privately
negotiated transactions. Subsequent to June 20, 1999 and through July 16, 1999,
approximately 529,000 shares had been repurchased under the program.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
BUSINESS OVERVIEW
The Company's primary business is the design, construction, repair, overhaul and
refueling of nuclear-powered aircraft carriers and submarines for the U.S. Navy.
The Company also provides ongoing fleet services for other U.S. Navy vessels
through work in overhauling, lifecycle engineering, and repair. The U.S.
Government accounted for approximately 97% and 93% of the Company's revenues for
the quarterly periods ended June 20, 1999 and June 21, 1998, respectively.
RESULTS OF OPERATIONS
For the Second Quarter Ended
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Millions
Revenues.................................. $ 444 $ 466
Operating Earnings........................ 72 42
Revenues for the second quarter of 1999 decreased $22 million to $444 million
compared with the same period in 1998. Increased fleet services revenue,
primarily related to activity on the carrier Nimitz refueling, was more than
offset by lower construction and engineering revenues. The reduction in
construction revenue was due to the absence of work on the carrier Truman, which
was delivered in July 1998. Engineering revenue was lower as a result of reduced
activity associated with the mature Los Angeles Class submarine program. The
Company also delivered its sixth and final commercial product tanker during the
quarter.
Second quarter 1999 operating earnings increased $30 million to $72 million
compared with the same period in 1998. The 1999 second quarter operating
earnings included non-recurring gains of $25 million consisting of a break-up
fee and option proceeds associated with the Avondale transaction and the
settlement of insurance claims on construction contracts. Excluding these
one-time items, operating earnings were $47 million, reflecting an 11% increase
over the 1998 second quarter operating earnings of $42 million. Margin
improvements across all major product segments caused the earnings
improvement.
The Company's funded backlog was $3.4 billion at June 20, 1999, substantially
all of which was U.S. Navy-related.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
The following table reflects the summarized components of the Company's cash
flows for the periods indicated:
For the Six Months Ended
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Millions
Net cash provided by operating activities. $ 116 $ 22
Capital expenditures...................... (7) (4)
Other investing cash flows................ (15) (23)
------ ----
Subtotal.................................. 94 (5)
Financing activities...................... (67) 6
------ ----
Net increase in cash and cash equivalents. $ 27 $ 1
====== ====
NET CASH PROVIDED BY OPERATING ACTIVITIES
The $94 million increase in 1999's comparative cash flows from operating
activities is primarily due to a reduction in working capital, as well as
improved quarterly earnings as discussed above in "Results of Operations." The
reduction in working capital is caused by normal timing fluctuations with
respect to billings, accounts receivable collections, the recognition of
contract costs, and the payment of trade accounts payable.
OTHER INVESTING CASH FLOWS
The 1999 investing activities primarily relate to the Company's investment in
AMSEC LLC. The Company owns 45% of this new low cost fleet services
organization. The 1998 investing activities primarily relate to investments in
five vessel-owning limited liability companies which now own and operate five
commercial product tankers delivered by the Company.
FINANCING ACTIVITIES
The financing activities for the period ended June 20, 1999 reflect the receipt
of proceeds from the issuance of SECT shares related to the Company's benefit
plans, the pay off of short-term debt, pay down of the revolving credit
facility, and the payment of two quarterly dividends of four cents per share.
For the six months ended June 21, 1998, the Company borrowed funds under its
revolving credit facilities. These proceeds were partially offset by the
purchase of Company stock, payments on short-term debt, and the payment of two
quarterly dividends of four cents per share.
YEAR 2000 PLANNING AND PREPARATION
The Company continues to evaluate and prepare for the potential impact of the
"Year 2000" problem on its systems and operations. A Year 2000 plan has been
developed addressing Year 2000 awareness, specific problem identification, risk
and potential impact assessment (including the risk and potential impact of
noncompliance by the Company's teaming partners, suppliers, subcontractors and
customers, including the U.S. Navy), resource allocation, remediation work
required, failure contingencies, and a completion timetable.
11
<PAGE>
The Company's Year 2000 evaluation and remediation plan is dual faceted,
focusing on both information technology ("IT") systems as well as imbedded,
non-IT systems that are integral to specific operating and support functions.
The Company is also installing new hardware and software in connection with its
new "shared data environment," which is expected to help mitigate potential Year
2000 problems.
An oversight committee consisting of members of senior management has been
established. A nationally recognized outside consultant completed a study in
July 1998 of the non-IT component of the Company's Year 2000 exposure. The
results of that study have been reported to the committee and incorporated into
the Company's Year 2000 remediation and contingency plans.
The Company's Year 2000 effort began at the end of 1994 with the identification
and remediation of systems using long lead-time dates. That work was completed
in the middle of 1996. With the initial release of the new "shared data
environment", remediation of the Company's IT systems are 95% complete, the
remaining 5% is scheduled for completion early in the fourth quarter of 1999. In
addition, the first of two comprehensive, off-site integration tests of IT
applications was completed during the first quarter of 1999. The second test was
completed in July 1999. Remediation and testing of non-IT systems are 99%
complete, the remaining 1% is scheduled to be completed by the third quarter of
1999.
Remediation work and systems testing is being accomplished using a combination
of existing internal Company resources and outsourcing, and is being funded with
cash generated from operations and, if necessary, borrowed under existing credit
facilities. Expenditures, including consulting fees and expenses, have so far
totaled approximately $3 million since inception of the Company's Year 2000
effort in 1994. It is currently projected that aggregate expenditures for both
IT and non-IT systems remediation and testing will total approximately $5
million when finished; however, it should be noted that the budget may from time
to time be adjusted should more systems functions requiring remediation be
identified, assessed and ranked as to criticality, and appropriate resources are
allocated and as the Company's contingency planning continues.
In addition to addressing its own computer systems, the Company has surveyed and
continues to work with its principal teaming partners, subcontractors,
suppliers, and customers (including the U.S. Navy) to promote their Year 2000
compliance, as it may impact on the financial position or results of operations
of the Company. Nevertheless, the Company does not control, and can give no
assurances as to the substance or success of the Year 2000 compliance efforts of
such independent third parties.
In April 1998, surveys were sent to nearly 3,000 key suppliers and
subcontractors. Of the approximate 1,700 which are being targeted, approximately
1,200 responses have been received with 100% of those responding indicating they
planned Year 2000 compliance by January 1, 2000. Follow up letters have been
sent to non-responsive subcontractors, as well as to certain responsive vendors
and subcontractors where more substantial assurances were desired. In addition,
the Company's Sourcing Division is in the process of contacting certain
suppliers and considering alternate strategies in the case of vendors and
subcontractors that remain unresponsive or that do not provide adequate
assurances of timely readiness.
Management believes that the Company will successfully implement its Year 2000
remediation plan on schedule and that it will be Year 2000 compliant before the
end of 1999. Nevertheless, management believes that there is an uncertain, but
potentially substantial risk that some of its principal customers,
subcontractors, suppliers, and others on whom the Company's finances and
operations depend to a large extent (including the U.S. Navy) will experience
Year 2000 problems that either alone or in the aggregate could materially affect
the financial position or results of operations of the Company. Without
intending to be exhaustive, these risks include the potential inability of key
subcontractors and suppliers to correctly or timely provide necessary services,
materials, and components for the Company's operations; the inability of its
customers to timely or correctly process and pay the Company's invoices; the
inability of lenders, lessors, or other sources of the Company's necessary
capital and liquidity to make funds available to the Company when required; and
the inability of computer systems service providers to maintain the Company's
essential systems due to excessive demand for their services from other clients
experiencing unanticipated or more severe than anticipated Year 2000 problems.
Although the Company is not able to quantify the likelihood that some or all of
these events will come to pass, or their potential effects, consequences could
include delayed production milestones and vessel deliveries, increases in
construction, manufacturing and administrative costs until the problems are
resolved, lost revenues and earnings, lower cash receipts, and delayed or
interrupted cash flow.
12
<PAGE>
In case the Company does experience severe Year 2000 financial or operating
problems, notwithstanding its efforts to avoid or mitigate problems inherent in
its own computer systems or the adverse affects of Year 2000 problems
experienced by third parties on whom it is substantially reliant, the Company is
developing and intends to implement contingency plans. The Company is working in
cooperation with the U.S. Navy and others to ensure continued timely and
accurate payments by the U.S. Navy in the event the U.S. Government experiences
Year 2000 related payment system problems, with the goal of maintaining the
Company's principal source of cash flow uninterrupted and reducing the
likelihood that the Company will have to borrow operating capital. Additionally,
an IT team is being established to quickly respond to Year 2000 call-ins
associated with the Company's affected applications, if any. Implementation of
these contingency plans, as well as identification of other applications
requiring remediation and specific contingency plans will be a principal focus
of the Company throughout the remainder of 1999.
Although no assurances can be given, based on the information presently
available to it, management does not expect the overall costs of the Company's
efforts to correct the Year 2000 problems inherent in its IT and non-IT systems,
or a failure by some of its teaming partners, suppliers, subcontractors and
customers to timely anticipate and correct their Year 2000 computer systems
problems, to have a material adverse affect on the financial position or results
of operations of the Company.
As implementation of the Company's Year 2000 remediation and contingency plan
progresses, and more information becomes available to it, the Company expects to
periodically reassess the content of, as well as its strategy for implementing,
that plan. There can be no assurance that the currently estimated costs of
implementing its Year 2000 remediation and contingency plan, the schedule for
completing its remediation and contingency preparedness efforts, or the
currently estimated impact of the Year 2000 problem on the Company's financial
position and results of operations will not be revised in significant respects
at that time based on facts then known to the Company.
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's prospects, developments and
business strategies. These forward-looking statements are identified by their
use of such terms as "intends," "estimates," "expects," "projects,"
"anticipates," "should," "believes" and "scheduled." The Company's actual
results may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include (i) the factors
discussed in Note 3 to the Company's Financial Statements, (ii) the factors
addressed in Management's Discussion and Analysis of Financial Condition and
Results of Operations, (iii) the factors addressed under the caption "Year 2000
Planning and Preparation," and (iv) the following factors: (a) general
political, economic and competitive conditions; (b) further reductions in
defense spending; (c) reductions in the volume of U.S. Navy contracts awarded to
the Company; (d) unanticipated events affecting delivery and production
schedules or design and manufacturing processes, which could impair the
Company's efforts to deliver its products on time or to reduce production costs
and cycle time or realize in a timely manner some or all of the benefits, if
any, of such reductions; and (e) unanticipated events affecting the Company's
efforts and the efforts of its teaming partners, suppliers, subcontractors, and
customers (including the U.S. Navy) to timely correct Year 2000 problems
inherent in essential computer systems, which could impair the Company's
operations or the ability of its customers to timely pay for products and
services provided.
13
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 3, "Commitments and Contingencies" to the Company's
Financial Statements contained herein, which is incorporated in this Item 1 of
Part II by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 25, 1999, the Company held its 1999 Annual Meeting of Stockholders.
Three proposals were presented to the stockholders for their approval. The
outcome of the voting on the three proposals was as follows:
1. Proposal for the re-election of two Class III directors to hold office until
2002.
Nominee For Withheld
------- --- --------
Gerald L. Baliles 31,185,345 882,836
Dana G. Mead 29,858,914 2,209,267
2. Proposal to increase by 150,000 the number of shares authorized for issuance
under the Newport News Shipbuilding Employee Stock Purchase and Accumulation
Plan.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
30,780,589 1,152,007 135,585 None
3. Proposal to ratify the appointment by the Board of Directors of Arthur
Andersen LLP as the Company's independent public accountants for 1999.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
31,766,273 177,083 124,825 None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number:
Exhibit 27.1 Financial Data Schedule
During the second quarter, the Company filed the following current reports on
Form 8-K.
June 24, 1999 Announcing the intended adjournment and relocation of the
1999 Annual Meeting of the Stockholders of Newport News
Shipbuilding Inc.
June 10, 1999 Announcing a $100 million share repurchase program.
June 4, 1999 Announcing that Newport News Shipbuilding Inc. would not
increase its bid to merge with Avondale Industries, Inc.
14
<PAGE>
May 10, 1999 Announcing that Litton Industries, Inc. had submitted
unsolicited proposals to merge with Newport News
Shipbuilding Inc. in a tax-free, stock-for-stock merger
and to acquire all of the outstanding shares of Avondale
Industries, Inc. for cash.
April 2, 1999 Announcing a strike vote of members of Local 8888 of the
United Steelworkers of America and the possibility of a
strike by certain of the hourly employees of Newport News
Shipbuilding Inc.
15
<PAGE>
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 THEREUNTO DULY AUTHORIZED.
Newport News Shipbuilding Inc.
By: /s/ David J. Anderson
----------------------------
Senior Vice President and
Chief Financial Officer
Date: 8/4/99
16
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<LEGEND>
This schedule contains summary financial information extracted from the Newport
News Shipbuilding Inc. Balance Sheet as of June 20, 1999, and the related
Statement of Earnings for the six months ended June 20, 1999 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
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<CURRENT-ASSETS> 648
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<BONDS> 400
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