<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 2000 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 August 1, 2000:
No. of Par
Shares Value
------ -----
United Defense Industries, Inc. ...................... 18,032,667 $0.01
Iron Horse Investors, L.L.C. .......................... -none-
UDLP Holdings Corp. ................................... 1,000 $0.01
United Defense, L.P. .................................. -none-
================================================================================
<PAGE>
IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
INDEX
-----
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
------------------------------ ----
<S> <C>
Item 1 - Unaudited Consolidated Financial Statements -
Iron Horse Investors, L.L.C.
Unaudited Consolidated Balance Sheets as of December 31,
1999 and June 30, 2000 1
Unaudited Consolidated Statements of Operations for the Three
Months and Six Months Ended June 30, 1999 and 2000 2
Unaudited Consolidated Statement of Members' Capital
for the Six Months Ended June 30, 2000 3
Unaudited Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1999 and 2000 4
Notes to Unaudited Consolidated Financial Statements 5
Unaudited Consolidated Financial Statements -
United Defense Industries, Inc.
Unaudited Consolidated Balance Sheets as of
December 31, 1999 and June 30, 2000 6
Unaudited Consolidated Statements of Operations for the Three
Months and the Six Months Ended June 30, 1999 and 2000 7
Unaudited Consolidated Statement of Stockholders' Equity
for the Six Months Ended June 30, 2000 8
Unaudited Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 1999 and 2000 9
Notes to Unaudited Consolidated Financial Statements 10
Item 2 - Management's Discussion and Analysis of the Results
of Operations and Financial Condition 11-16
Item 3 - Quantitative and Qualitative Disclosures about
Market Risk 17
</TABLE>
<PAGE>
IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
INDEX
-----
<TABLE>
<CAPTION>
PART II - OTHER INFORMATION PAGE
--------------------------- ----
<S> <C>
Item 1 - Legal Proceedings 18
Item 4 - Security Holder Actions 18
Item 6 - Exhibits and Reports on Form 8-K 18
</TABLE>
SIGNATURE
---------
<PAGE>
Iron Horse Investors, L.L.C.
Unaudited Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
December 31, 1999 June 30, 2000
----------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and marketable securities $ 94,325 $ 46,034
Trade receivables 57,198 74,867
Inventories 254,750 245,422
Other current assets 4,056 3,712
----------------------------------------------
Total current assets 410,329 370,035
Property, plant and equipment, net 84,693 78,371
Intangible assets, net 254,276 220,918
Prepaid pension and postretirement benefit cost 119,883 123,349
Other assets 6,156 5,607
----------------------------------------------
Total assets $ 875,337 $ 798,280
==============================================
Liabilities and Capital
Current liabilities:
Current portion of long-term debt $ 23,086 $ 23,086
Accounts payable, trade and other 64,639 54,456
Advanced payments 303,065 289,321
Accrued and other liabilities 91,340 92,578
----------------------------------------------
Total current liabilities 482,130 459,441
Long-term liabilities:
Accrued pension and postretirement benefit cost 5,075 4,553
Long-term debt net of current portion 326,757 278,034
Other liabilities 35,675 34,651
Total liabilities 849,637 776,679
Minority interest 3,944 3,688
Commitments and contingencies (Note 2)
Members' capital 21,756 17,913
----------------------------------------------
Total liabilities and members' capital $ 875,337 $ 798,280
==============================================
</TABLE>
<PAGE>
Iron Horse Investors, L.L.C.
Unaudited Consolidated Statements of Operations
(In thousands)
<TABLE>
<CAPTION>
Three months Three months Six months Six months
ended ended ended ended
June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
----------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Sales $ 331,630 $ 297,249 $ 596,160 $ 564,143
Costs and expenses:
Cost of sales 273,505 242,108 494,656 457,164
Selling, general and
administrative expenses 46,869 46,250 83,632 88,427
Research and development (677) 5,751 1,046 9,414
----------------------------------------- ---------------------------------------
Total expenses 319,697 294,109 579,334 555,005
Earnings related to investments
in foreign affiliates 323 864 640 1,710
----------------------------------------- ---------------------------------------
Income from operations 12,256 4,004 17,466 10,848
Other income (expense):
Interest income 358 653 722 1,734
Interest expense (10,270) (7,195) (21,046) (15,305)
----------------------------------------- ---------------------------------------
Total other expense (9,912) (6,542) (20,324) (13,571)
----------------------------------------- ---------------------------------------
Income (loss) before income taxes
and minority interest 2,344 (2,538) (2,858) (2,723)
Provision for income taxes 625 1,228 1,250 1,803
----------------------------------------- ---------------------------------------
Income (loss) before minority interest 1,719 (3,766) (4,108) (4,526)
Minority interest (71) 127 168 158
----------------------------------------- ---------------------------------------
Income (loss) before extraordinary item 1,648 (3,639) (3,940) (4,368)
Extraordinary item - net gain from early
extinguishment of bond debt - 680 - 680
----------------------------------------- ---------------------------------------
Net income (loss) $ 1,648 $ (2,959) $ (3,940) $ (3,688)
========================================= =======================================
</TABLE>
<PAGE>
Iron Horse Investors, L.L.C.
Unaudited Consolidated Statement
of Members' Capital
(in thousands)
Amount
---------
Balance, December 31, 1999 $ 21,756
Repurchase of common stock (excess over paid-in capital) (155)
Net loss for the six months ended June 30, 2000 (3,688)
---------
Balance, June 30, 2000 $ 17,913
=========
<PAGE>
Iron Horse Investors, L.L.C.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Six months Six months
ended ended
June 30, 1999 June 30, 2000
--------------------------------------
<S> <C> <C>
Operating activities
Net loss $ (3,940) $ (3,688)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation 33,668 12,591
Amortization 42,217 36,517
Minority interest (168) (158)
Net gain from early retirement of bond debt - (680)
Other 2,892 -
Changes in assets and liabilities:
Trade receivables (16,745) (17,172)
Inventories (2,570) 9,882
Other assets (451) 491
Prepaid pension and postretirement benefit cost (4,875) (3,466)
Accounts payable, trade and other (33,554) (10,364)
Advanced payments 13,022 (13,772)
Accrued and other liabilities 23,470 (1,665)
Accrued pension and postretirement benefit cost 2,754 (522)
-------------------------------------
Cash provided by operating activities 55,720 7,994
-------------------------------------
Investing activities
Capital spending (19,398) (7,170)
Disposal of property, plant and equipment 837 247
Purchase of Barnes & Reinecke, net of $1.2 million
cash acquired - (1,634)
-------------------------------------
Cash used in investing activities (18,561) (8,557)
-------------------------------------
Financing activities
Payments on long-term debt (107,100) (47,528)
Proceeds from sale of common stock by subsidiary 29 5
Repurchase by subsidiary of common stock - (205)
-------------------------------------
Cash used in financing activities (107,071) (47,728)
-------------------------------------
Decrease in cash and marketable securities (69,912) (48,291)
Cash and marketable securities, beginning of period 85,520 94,325
-------------------------------------
Cash and marketable securities, end of period $ 15,608 $ 46,034
=====================================
</TABLE>
<PAGE>
Iron Horse Investors, L.L.C.
Notes to Unaudited Consolidated Financial Statements
June 30, 2000
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 June 30, 2000, and the
results of its operations and cash flows for the periods ended June 30, 2000 and
1999. The results of operations are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. 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, 1999.
2. Commitments and Contingencies
United Defense Industries, Inc. is a defendant in a so-called qui tam lawsuit
filed jointly under the U.S. Civil False Claims Act (the "FCA") by one present
and one former employee of the Company's Armament Systems Division ("ASD") in
Fridley, Minnesota, U.S. ex rel. Seman and Shukla v. United Defense, et al.
-------------------------------------------------------
This lawsuit, as well as litigation considerations generally pertaining to FCA
matters, is more fully described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999. No significant developments in the lawsuit
have occurred subsequent to December 31, 1999. Management does not believe that
the outcome of the case will have a material adverse effect on the Company.
3. Business Purchase
On March 6, 2000, United Defense Industries, Inc. acquired all of the issued and
outstanding capital stock of Barnes & Reinecke, Inc. ("BRI"), a provider of
systems technical support and performance upgrades and modernization of defense
equipment, in exchange for approximately $2.8 million in cash and a $0.9 million
note payable to Allied Research Corporation (the parent company of BRI). The
transaction was accounted for as a purchase. Accordingly, the financial
statements reflect the results of operations of BRI since the date of
acquisition.
<PAGE>
United Defense Industries, Inc.
Unaudited Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
December 31, 1999 June 30, 2000
----------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and marketable securities $ 94,325 $ 46,034
Trade receivables 57,198 74,867
Inventories 254,750 245,422
Other current assets 4,056 3,712
----------------------------------------------
Total current assets 410,329 370,035
Property, plant and equipment, net 84,693 78,371
Intangible assets, net 254,276 220,918
Prepaid pension and postretirement benefit cost 119,883 123,349
Other assets 4,817 4,321
----------------------------------------------
Total assets $ 873,998 $ 796,994
==============================================
Liabilities and Equity
Current liabilities:
Current portion of long-term debt $ 23,086 $ 23,086
Accounts payable, trade and other 64,639 54,456
Advanced payments 303,065 289,321
Accrued and other liabilities 91,340 92,578
----------------------------------------------
Total current liabilities 482,130 459,441
Long-term liabilities:
Accrued pension and postretirement benefit cost 5,075 4,553
Long-term debt net of current portion 326,757 278,034
Other liabilities 35,675 34,651
----------------------------------------------
Total liabilities 849,637 776,679
Commitments and contingencies (Note 2)
Stockholders' Equity:
Common Stock $.01 par value, 20,000,000 shares authorized;
18,042,524 and 18,032,667 issued and outstanding
at December 31, 1999 and June 30, 2000 180 180
Additional paid-in-capital 180,245 179,992
Stockholders' loans (1,339) (1,286)
Retained deficit (154,725) (158,571)
----------------------------------------------
Total stockholders' equity 24,361 20,315
----------------------------------------------
Total liabilities and stockholders' equity $ 873,998 $ 796,994
==============================================
</TABLE>
<PAGE>
United Defense Industries, Inc.
Unaudited Consolidated Statements of Operations
(In thousands)
<TABLE>
<CAPTION>
Three months Three months Six months Six months
ended ended ended ended
June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
---------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Sales $ 331,630 $ 297,249 $ 596,160 $ 564,143
Costs and expenses:
Cost of sales 273,505 242,108 494,656 457,164
Selling, general and
administrative expenses 46,869 46,250 83,632 88,427
Research and development (677) 5,751 1,046 9,414
---------------------------------------- ------------------------------------
Total expenses 319,697 294,109 579,334 555,005
Earnings related to investments
in foreign affiliates 323 864 640 1,710
---------------------------------------- ------------------------------------
Income from operations 12,256 4,004 17,466 10,848
Other income (expense):
Interest income 358 653 722 1,734
Interest expense (10,270) (7,195) (21,046) (15,305)
---------------------------------------- ------------------------------------
Total other expense (9,912) (6,542) (20,324) (13,571)
---------------------------------------- ------------------------------------
Income (loss) before income taxes 2,344 (2,538) (2,858) (2,723)
Provision for income taxes 625 1,228 1,250 1,803
---------------------------------------- ------------------------------------
Income (loss) before extraordinary item 1,719 (3,766) (4,108) (4,526)
Extraordinary item - net gain from early
extinguishment of bond debt - 680 - 680
---------------------------------------- ------------------------------------
Net income (loss) $ 1,719 $ (3,086) $ (4,108) $ (3,846)
======================================== ====================================
</TABLE>
<PAGE>
United Defense Industries, Inc.
Unaudited Consolidated Statement
of Stockholders' Equity
(In thousands)
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained Stockholders'
Stock Capital Deficit Loans Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ 180 $180,245 $ (154,725) $ (1,339) $ 24,361
Sale of Common Stock 5 5
Repurchase of Common Stock (258) 53 (205)
Net loss for the six months ended
June 30, 2000 (3,846) (3,846)
--------------------------------------------------------------------
Balance, June 30, 2000 $ 180 $179,992 $ (158,571) $ (1,286) $ 20,315
====================================================================
</TABLE>
<PAGE>
United Defense Industries, Inc.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Six months Six months
ended ended
June 30, 1999 June 30, 2000
--------------------------------------
<S> <C> <C>
Operating activities
Net loss $ (4,108) $ (3,846)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation 33,668 12,591
Amortization 42,217 36,517
Net gain from early retirement of bond debt - (680)
Other 2,892 -
Changes in assets and liabilities:
Trade receivables (16,745) (17,172)
Inventories (2,570) 9,882
Other assets (451) 491
Prepaid pension and postretirement benefit cost (4,875) (3,466)
Accounts payable, trade and other (33,554) (10,364)
Advanced payments 13,022 (13,772)
Accrued and other liabilities 23,470 (1,665)
Accrued pension and postretirement benefit cost 2,754 (522)
--------------------------------------
Cash provided by operating activities 55,720 7,994
--------------------------------------
Investing activities
Capital spending (19,398) (7,170)
Disposal of property, plant and equipment 837 247
Purchase of Barnes & Reinecke, net of $1.2 million
cash acquired - (1,634)
--------------------------------------
Cash used in investing activities (18,561) (8,557)
--------------------------------------
Financing activities
Payments on long-term debt (107,100) (47,528)
Proceeds from sale of common stock 29 5
Repurchase of common stock - (205)
--------------------------------------
Cash used in financing activities (107,071) (47,728)
--------------------------------------
Decrease in cash and marketable securities (69,912) (48,291)
Cash and marketable securities, beginning of period 85,520 94,325
--------------------------------------
Cash and marketable securities, end of period $ 15,608 $ 46,034
======================================
</TABLE>
<PAGE>
United Defense Industries, Inc.
Notes to Unaudited Consolidated Financial Statements
June 30, 2000
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 June 30, 2000, and the
results of its operations and cash flows for the periods ended June 30, 2000 and
1999. The results of operations are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. 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, 1999.
2. Commitments and Contingencies
The Company is a defendant in a so-called qui tam lawsuit filed jointly under
the U.S. Civil False Claims Act (the "FCA") by one present and one former
employee of the Company's Armament Systems Division ("ASD") in Fridley,
Minnesota, U.S. ex rel. Seman and Shukla v. United Defense, et al. This
-------------------------------------------------------
lawsuit, as well as litigation considerations generally pertaining to FCA
matters, is more fully described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999. No significant developments in the lawsuit
have occurred subsequent to December 31, 1999. Management does not believe that
the outcome of the case will have a material adverse effect on the Company.
3. Business Purchase
On March 6, 2000, the Company acquired all of the issued and outstanding capital
stock of Barnes & Reinecke, Inc. ("BRI"), a provider of systems technical
support and performance upgrades and modernization of defense equipment, in
exchange for approximately $2.8 million in cash and a $0.9 million note payable
to Allied Research Corporation (the parent company of BRI). The transaction was
accounted for as a purchase. Accordingly, the financial statements reflect the
results of operations of BRI since the date of acquisition.
<PAGE>
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
----------------------------------------------------
June 30, 2000
-------------
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, including developments in the U.S. Army's Medium Force Brigade
initiative; 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, 1999.
<PAGE>
Introduction
In October 1997, Iron Horse Investors, L.L.C. ("Iron Horse") was funded with
$173 million of equity capital 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") for $880.0 million from FMC Corporation ("FMC") and
Harsco Corporation ("Harsco"). This price was subsequently adjusted downward by
$16.1 million to reflect adjustment clauses in the Acquisition Agreement.
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. Any
non-guarantor subsidiaries have assets, equity, income and cash flows on an
individual and combined basis less than 3% of related amounts of the Company.
Accordingly, separate financial statements of those subsidiaries are not
considered material or provided herein.
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 $1.5 billion as of June 30, 2000, a
substantial majority of which is derived from sole-source, prime contracts.
Approximately 75% of the Company's sales for the first six months of 2000 were
to the U.S. government, primarily to agencies of the DoD (excluding Foreign
Military Sales), or through subcontracts with other government contractors.
In the Company's Report on Form 10-K for the year ended December 31, 1999,
considerable uncertainty was expressed regarding whether, when, or to what
extent the U.S. Army might procure so-called interim armored vehicles ("IAVs")
as part of the Medium Force Brigade initiative. Elements in the Army leadership
have from time to time expressed a predisposition that IAVs be wheeled. 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 April 6, 2000 the Army
issued a request for proposals for IAVs, expressing the Army's intent to acquire
up to five brigade sets (approximately 350 IAVs per brigade) over a period of
eight years. The Army's proposal request did not state any preference for
either wheeled or tracked vehicles, and Army spokesmen have indicated that the
Army has not predetermined whether the IAV procurement will select wheeled
rather than
<PAGE>
tracked vehicles. The Company submitted several proposals to supply the
Company's products in response to the Army's competitive IAV solicitation, but
there can be no assurance that (i) the IAV solicitation will result in the award
of any contract(s) for IAVs, (ii) Congress will provide appropriations
sufficient to permit the purchase of IAVs under any contract(s) so awarded, or
(iii) that any IAV contract would be awarded to the Company, as opposed to one
or more of its competitors.
For a more detailed description of the Company's business and principal
operating programs, see the Form 10-K for the year ended December 31, 1999.
The only material change to the Company's major programs from those described in
the Company's Form 10-K other than additional funding as new contracts are
negotiated and awarded, is that the Company's Turkish joint venture, FNSS,
recently negotiated terms and conditions of two new programs. The first is to
supply 211 armored combat vehicles to Malaysia. FNSS expects to receive a
contract award of $279 million for these vehicles in the third quarter of 2000.
This award not only would provide much needed backlog for FNSS to stay in
production, but will also allow the liquidation of the potential "offset"
penalty associated with the initial supply contract with the Turkish government
down to 10% of the original obligation. See Note 9 of the Company's December
31, 1999 Form 10K for further discussion of the potential "offset" obligation.
The other program is for a new four year contract with the Turkish government
for the delivery of additional armored personnel carriers. This contract is
also expected to be signed in the third quarter and would be for approximately
$400 million with deliveries beginning in the latter part of 2001.
Results of Operations
Three Months Ended June 30, 2000 ("Three Months 2000") Compared to Three Months
Ended June 30, 1999 ("Three Months 1999")
Revenue. Revenue for the Three Months 2000 was $297.2 million which was
$34.4 million, or 10.4%, lower than the Three Months 1999. The decline was due
to the wind down and closing of the Paladin production operation in June, 1999,
lower billings for the Crusader development program, and reduced shipments of
naval launching systems. This decline was partially offset by engineering
development sales for the advanced gun system for the DD-21 class ship.
Gross Profit. Gross profit for the Three Months 2000 was $55.3 million,
lower by $3.0 million, or 5.1%, from the Three Months 1999. The decrease in
gross profit was primarily due to the lower sales volume described above, the
lack of end of contract favorable profit adjustments such as occurred for the
Paladin program in 1999, and adjustments to reserve and asset accounts which
were mostly favorable to profits in 1999 and generally unfavorable to profits in
2000. This decline was partially offset by reduced amortization of the
Acquisition purchase price and lower LIFO reserve requirements.
<PAGE>
Selling, general and administrative expenses. Selling, general and
administrative expenses were $46.3 million in the Three Months 2000, a reduction
of $0.6 million from the Three Months 1999. The decrease was principally due to
lower amortization of goodwill and intangibles related to the Acquisition
purchase price, which was almost completely offset by higher bid and proposal
costs. The Company anticipates continued higher bid and proposal costs, but to
a lesser extent, in the third quarter as part of its pursuit of an IAV award.
Research and development. Research and development costs were $5.8 million
for the Three Months 2000 whereas research and development generated income of
$0.7 million in the Three Months 1999. In 2000 research and development spending
has been higher than normal as a result of work related to the IAV initiative.
Additionally, the net cost was lower in 1999 because of a large reimbursement to
the Company of R&D costs previously incurred related to development of an
advanced gun system for the new DD21 class ship.
Earnings from foreign affiliates. Earnings from the Company's foreign
affiliates were $0.9 million in the Three Months 2000 versus $0.3 in the prior
year. The minor increase is due to higher operational activity from the Saudi
joint venture.
Interest expense. Net interest expense was $6.5 million in the Three
Months 2000, down from $9.9 million in the Three Months 1999 as a result of
lower debt levels.
Net Income/Loss. As a result of the foregoing, there was a net loss of
$3.1 million (which included a gain of $0.7 million from the early
extinguishment of bond debt) compared with net income of $1.7 million in the
Three Months 1999.
Six Months Ended June 30, 2000 ("Six Months 2000") Compared to Six Months Ended
June 30, 1999 ("Six Months 1999")
Revenue. Revenue of $564.1 million for the Six Months 2000 was down $32.0
million, or 5.4%, from $596.1 million for the Six Months 1999. The decline in
revenue was due to the wind down and closing of the Paladin production operation
in June, 1999, lower billings for the Crusader development program and the
completion of MLRS shipments to Japan during 1999. This decrease was partially
offset by engineering development sales for the advanced gun system for the DD-
21 class ship and higher shipments of Bradley vehicle upgrades and of M88
armored recovery vehicle kits.
Gross Profit. Gross profit increased $5.5 million, or 5.4% to $107.0
million for the Six Months 2000 versus the Six Months 1999. The higher gross
profit was primarily due to the reduced depreciation and amortization for assets
established in connection with the allocation of the purchase price at the
Acquisition and lower LIFO reserve requirements. This increase was mostly offset
by the lower sales volume described above, the lack of end of contract profit
adjustments such as occurred for the
<PAGE>
Paladin program in 1999, and adjustments to reserves which were generally
unfavorable in 2000 and mostly favorable in 1999.
Selling, general and administrative expenses. Selling, general and
administrative expenses were up $4.8 million to $88.4 million for the Six Months
2000 compared with $83.6 million for the Six Months 1999. In addition to
inflationary increases, the higher spending is primarily the result of heavy
spending for marketing activity and proposals, most notably for the IAV program.
This increase in spending activity was partially offset by lower depreciation
and amortization of assets established in conjunction with the Acquisition.
Research and development. Research and development costs were $9.4 million
for the Six Months 2000 compared with only $1.0 million for the Six Month 1999.
During 2000 research and development spending has been higher than normal to
support the Company's effort to win an award related to the IAV program.
Additionally, the net cost was lower in 1999 because of a large reimbursement to
the Company of R&D costs previously incurred related to development of an
advanced gun system for the new DD21 class ship.
Earnings from foreign affiliates. Earnings from foreign affiliates were
$1.7 million in the Six Months 2000 which was $1.1 million higher than the $0.6
million recorded in the Six Months 1999. The increase was due to a combination
of higher operational activity from the Saudi joint venture and the liquidation
of offset requirements at the Turkish joint venture.
Interest expense. Net interest expense for the Six Months 2000 was $13.6
million which was $6.7 million below the $20.3 million in the Six Months 1999 as
a result of lower debt levels.
Net loss. As a result of the foregoing, the net loss in the Six Months
2000 was $3.8 million including an extraordinary gain of $0.7 million for the
early extinguishment of bond debt which was slightly better than the $4.1
million net loss for the Six Months 1999.
Liquidity
During the Six Months 2000, cash provided by operating activities was $8.0
million compared with cash generation of $55.7 million for the Six Months 1999.
Although the net loss was approximately the same for the six month period for
both years, the loss attributed to depreciation and amortization was $26.8
million lower in the Six Months 2000, resulting in a deterioration in cash flow
from the prior year. The Six Months 2000 operating cash flow was also adversely
affected by increases to operating working capital during the period, primarily
to fund an increase in receivables and decreases in accounts payable and advance
payments.
<PAGE>
Cash used for investing activities was $8.6 million during the Six Months
2000 versus $18.6 million for the Six Months 1999. The reduced use of funds was
the result of lower capital spending for computer software and equipment in 2000
partially offset by the purchase of Barnes & Reinecke, Inc. as described in Note
3 to the financial statements. In June, the Company announced the acquisition
of Bofors Weapon Systems, a Swedish corporation that produces artillery systems,
air defense and naval guns, combat vehicle turrets and smart munitions. The
purchase, which is expected to close in the third quarter, will be a cash
transaction.
Cash used for financing activities was applied to pay down debt of $47.5
million and $107.1 million in 2000 and 1999 respectively.
<PAGE>
IRON HORSE INVESTORS, L.L.C.
UNITED DEFENSE INDUSTRIES, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
----------------------------------------------
MARKET RISK
-----------
June 30, 2000
-------------
In October 1997, the Company entered into a three year interest rate swap
agreement involving the exchange of floating rate interest payment obligations
for fixed rate interest payment obligations. The notional amount of this
interest rate swap agreement is $160 million. The Company entered into this
agreement as a hedge to manage interest costs and risks associated with
fluctuating interest rates. For additional information, see Note 12 to the
Consolidated Financial Statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999. As of June 30, 2000, the Company has debt
totaling $301 million of which $118 million was subject to variable interest
rates.
In June 2000, the Company entered into a forward foreign exchange contract with
one of its banks to hedge against the impact of currency fluctuations between
the U.S. dollar and the Swedish krona. The exchange contract provides for the
Company's purchase of SKR 192 million in exchange for $22 million. The maturity
date for the contract is September 1, 2000.
<PAGE>
PART II
-------
OTHER INFORMATION
-----------------
June 30, 2000
ITEM 1. Legal Proceedings
-----------------
No material developments have occurred during the second quarter regarding
previously reported legal proceedings.
ITEM 4. Security Holder Actions
-----------------------
On May 19, 2000 and without a meeting of the Company's stockholders, the holder
of 95.9% of the Company's common stock (17,300,000 shares) approved by written
consent the re-election of the Board of Directors, membership as previously
reported to the Commission and consisting of Messrs. Frank C. Carlucci, Peter J.
Clare, William E. Conway, Jr., Allan M. Holt, Robert M. Kimmitt, Gen. J.H.
Binford Peay, III (USA Ret.), Thomas W. Rabaut, Francis Raborn, and Gen. John M.
Shalikashvili (USA Ret.).
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit
27. Financial Data Schedule
(b) Reports on Form 8-K
None.
<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.
By: /s/ Francis Raborn
--------------------
Francis Raborn
Principal Financial and
Accounting Officer
and Authorized Signatory
Dated: July 31, 2000
