<PAGE> 1
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 the Quarter Ended February 28,1994 Commission File Number 1-1520
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GenCorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-0244000
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(State of Incorporation) (I.R.S. Employer Identification No.)
175 Ghent Road Fairlawn, Ohio 44333-3300
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 869-4200
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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
--- ---
At March 31, 1994, there were 31,729,858 outstanding shares of GenCorp Inc.'s
Common Stock, par value $.10.
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<TABLE>
GenCorp Inc.
Table of Contents
<CAPTION>
Page No.
-------------
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statement of Income -
Three Months Ended February 28, 1994 and 1993 -3-
Condensed Consolidated Balance Sheet -
February 28, 1994 and November 30, 1993 -4-
Condensed Consolidated Statement of Cash Flows -
Three Months Ended February 28, 1994 and 1993 -5-
Notes to the Unaudited Interim Condensed Consolidated
Financial Statements -6-
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations -14-
Part II. Other Information
Item 1. Legal Proceedings -17-
Item 4. Submission of Matters to a Vote of Security Holders -17-
Item 6. Exhibits and Reports on Form 8-K -18-
Signatures -19-
</TABLE>
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<TABLE>
PART I. FINANCIAL INFORMATION
-----------------------------
GenCorp Inc.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars in millions, except per share data)
<CAPTION>
Unaudited
Three Months Ended
------------------------------
Feb. 28, Feb. 28,
1994 1993
-------- --------
<S> <C> <C>
NET SALES $ 401.7 $ 401.5
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COSTS AND EXPENSES
Cost of products sold 355.0 342.6
Selling, general and administrative 44.9 41.8
Other income and expense, net (.2) .8
Interest expense 7.3 6.1
------- --------
407.0 391.3
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INCOME (LOSS) BEFORE INCOME TAXES (5.3) 10.2
Provision for income taxes (2.1) 4.1
------- --------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES (3.2) 6.1
Cumulative effect of accounting changes (Note B) (212.8) -
NET INCOME (LOSS) $(216.0) $ 6.1
======= ========
NET INCOME (LOSS) PER COMMON SHARE (NOTE C)
Primary:
Before cumulative effect of accounting changes $ ( .10) $ .19
Cumulative effect of accounting changes (Note B) (6.71) -
------- --------
Net Income (loss) $ (6.81) $ .19
======= ========
Fully Diluted:
Before cumulative effect of accounting changes $ ( .10) $ .19
Cumulative effect of accounting changes (Note B) (6.71) -
------- --------
Net Income (loss) $ (6.81) $ .19
======= ========
Average number of shares of common
stock outstanding (in thousands)
Primary 31,730 31,729
Fully Diluted 38,888 38,888
Cash dividends paid per share of common stock $ .15 $ .15
<FN>
The accompanying notes to the unaudited interim condensed consolidated
financial statements are an integral part of these statements.
</TABLE>
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<TABLE>
GenCorp Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions)
<CAPTION>
Unaudited Audited
February 28, November 30,
1994 1993
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 18.2 $ 15.8
Marketable securities 7.3 7.1
Accounts receivable (Note E) 136.9 165.8
Inventories (Note F) 206.5 199.3
Prepaid expenses 52.1 41.6
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TOTAL CURRENT ASSETS 421.0 429.6
-------- --------
Investments and other assets 180.7 181.8
Deferred Income Taxes 129.9 9.0
Property, plant and equipment:
At cost 1,299.1 1,299.5
Accumulated depreciation (768.4) (756.4)
-------- --------
Net property, plant and equipment 530.7 543.1
-------- --------
TOTAL ASSETS $1,262.3 $1,163.5
======== ========
CURRENT LIABILITIES:
Notes payable $31.5 $23.1
Accounts payable - trade 89.2 102.0
Income taxes 6.1 14.4
Other current liabilities 211.9 201.5
-------- --------
TOTAL CURRENT LIABILITIES 338.7 341.0
-------- --------
Long-Term Debt (Note G) 433.7 416.2
Postretirement benefits other than pensions (Note H) 370.9 69.9
Other Liabilities 107.3 101.9
Contingencies (Note I)
SHAREHOLDERS' EQUITY:
Preference stock - (none outstanding) - -
Common stock - $.10 par value; 31.7 million shares
outstanding 3.2 3.2
Other capital .5 .5
Retained earnings 8.0 228.8
Currency translation adjustment - 2.0
-------- --------
TOTAL SHAREHOLDERS' EQUITY 11.7 234.5
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,262.3 $1,163.5
======== ========
<FN>
The accompanying notes to the unaudited interim condensed consolidated
financial statements are an integral part of these statements.
</TABLE>
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<TABLE>
GenCorp Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
<CAPTION>
Unaudited
Three Months Ended
-----------------------------
February 28,
1994 1993
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(216.0) $ 6.1
Cumulative effect of accounting changes 212.8 -
Depreciation and amortization 19.4 19.3
Increase in working capital (21.8) (73.9)
Increase in deferred income taxes (1.4) (.3)
Other - net .4 (.5)
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NET CASH USED IN OPERATING ACTIVITIES (6.6) (49.3)
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (9.0) (13.1)
Investments and other - net (1.2) 1.2
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NET CASH USED IN INVESTING ACTIVITIES (10.2) (11.9)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term debt incurred 8.4 18.0
Long-term debt incurred 70.0 80.0
Long-term debt paid (52.6) (20.0)
Dividends (4.8) (4.8)
Other equity transactions (1.8) (.2)
------- ------
NET CASH PROVIDED FROM
FINANCING ACTIVITIES 19.2 73.0
------- ------
NET INCREASE IN CASH AND EQUIVALENTS 2.4 11.8
Cash and Equivalents at beginning of year 15.8 27.2
------- ------
Cash and Equivalents at end of period $ 18.2 $ 39.0
======= ======
<FN>
Cash paid during the period for interest was $10.8 million and $10.7 million
for the three months ended February 28, 1994 and 1993, respectively. Cash paid
during the period for income taxes was $14.1 million and $9.9 million for the
three months ended February 28, 1994 and 1993, respectively.
The accompanying notes to the unaudited interim condensed consolidated
financial statements are an integral part of these statements.
</TABLE>
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<PAGE> 6
GenCorp Inc.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Note A - Basis of Presentation
- ------------------------------
The accompanying unaudited interim condensed consolidated financial
statements have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
These interim statements should be read in conjunction with the financial
statements and notes thereto included or incorporated by reference in the
GenCorp Inc. (Company) Annual Report on Form 10-K for the fiscal year ended
November 30, 1993.
All normal recurring accruals and adjustments considered necessary for a
fair presentation of the unaudited results for the three months ended February
28, 1994 and 1993, have been reflected. The results of operations for the
three months ended February 28, 1994, are not necessarily indicative, if
annualized, of those to be expected for the full fiscal year.
Note B - Accounting Changes
- ---------------------------
Effective December 1, 1993, the Company adopted the provisions of
Statements of Financial Accounting Standards (SFAS) No. 106 - Employers'
Accounting for Postretirement Benefits Other Than Pensions; SFAS No. 109 -
Accounting for Income Taxes; and SFAS No. 112 - Employers' Accounting for
Postemployment Benefits.
SFAS No. 106 requires that the expected cost of providing postretirement
health care and life insurance benefits be charged to expense during the years
that the employees render service. Prior to 1994, the Company expensed the
cost of these benefits for continuing operations as they were paid. Upon
implementation of the standard, the Company elected immediate recognition of
the transition obligation by taking a one time charge against earnings.
SFAS No. 109 requires that the liability method is to be used in accounting
for income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Prior to
the adoption of SFAS No. 109, income tax expense was determined using the
deferred tax method required by Accounting Principles Board Opinion No. 11 -
Accounting For Income Taxes.
SFAS No. 112 requires the use of the accrual method of accounting for
benefits payable to employees that leave the Company other than by reason of
retirement. Implementation of this standard had a relatively small effect as
most of these benefits were accounted for in accordance with SFAS No. 112 prior
to December 1, 1993.
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<PAGE> 7
<TABLE>
The table below shows the components of the cumulative effect of accounting
changes:
<CAPTION>
(Millions, except per-share data) Amount Per Share
- --------------------------------------------------------------------------------------
<S> <C> <C>
Other postretirement benefits,
net of $130.6 in taxes $(195.9) $(6.18)
Income taxes (16.5) (.52)
Postemployment benefits,
net of $.1 in taxes (.4) (.01)
-------- -------
Total $(212.8) $(6.71)
======== =======
</TABLE>
The incremental impact of these changes in accounting methods on income
(loss) before cumulative effect of accounting changes decreased earnings for
the quarter ended February 28, 1994 by approximately $1 million.
Reclassifications - Certain reclassifications have been made to conform
prior year's data to the current presentation.
Note C - Net Income Per Share of Common Stock
- ---------------------------------------------
Primary earnings per share of common stock are calculated by dividing net
income by the weighted average number of common shares outstanding. For fully
diluted earnings per share, both net income and shares outstanding have been
adjusted as if the Company's $115,000,000 8% Convertible Subordinated
Debentures Due August 1, 2002 had been converted. (See Note G for further
information regarding the debentures.)
Note D - Income Taxes
- ---------------------
Effective December 1, 1993, the Company adopted SFAS No. 109, "Accounting
for Income Taxes". As permitted under the Statement, the Company has elected
not to restate the financial statements of prior periods.
The table below is a summary of the significant components of the Company's
deferred tax assets and liabilities as of February 28, 1994.
<TABLE>
<CAPTION>
(Millions) Assets Liabilities
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Accrued estimated costs $ 96.1 $ -
Long term contract method - 3.8
Depreciation - 51.1
Pension - 37.3
State NOLs and tax credit carryforwards 9.8 -
Other postretirement/employment benefits 164.7 -
Other 1.3 4.5
------ -----
Total $271.9 $96.7
====== =====
</TABLE>
The State net operating losses (NOLs) will expire in years through 2007.
Foreign tax credits will expire in 1995.
The Company believes that the adoption of Statement 109 will not materially
change its computation of annual tax expense or its effective tax rate.
-7-
<PAGE> 8
Note E - Accounts Receivable
- ----------------------------
In June 1993, the Company extended its agreement with a financial
institution to sell, with limited recourse, $60 million of undivided fractional
interests in a $100 million pool of eligible accounts receivable through June
1994. This represents a $10 million increase from the prior agreement. Under
the agreement, new receivables are sold as collections reduce previously sold
receivables. The Company has retained collection and administrative
responsibilities as agent for the purchaser and has established an allowance
for doubtful accounts for such receivables based on expected collectibility.
Accounts receivable as shown in the Consolidated Balance Sheet are net of $60
and $50 million for 1994 and 1993 respectively, representing the interests in
receivables sold under this agreement.
Note F - Inventories
- --------------------
Inventories are stated at the lower of cost or market value. A portion of
the inventories are priced by use of the last-in, first-out (LIFO) method using
various dollar value pools. Interim LIFO determinations may involve
management's judgments of expected year-end inventory levels. Components of
inventory are as follows:
<TABLE>
<CAPTION>
February 28, November 30,
1994 1993
--------------- ----------------
(Millions)
<S> <C> <C>
Raw materials and supplies $ 43.6 $ 43.9
Work-in-process 14.6 14.8
Finished products 61.5 57.2
------ ------
Approximate replacement cost of LIFO
inventories 119.7 115.9
Reserves, primarily LIFO (35.5) (35.0)
Long-term contracts at average cost 269.6 262.5
Progress payments (147.3) (144.1)
------ ------
$206.5 $199.3
====== ======
</TABLE>
Note G - Long-Term Debt and Credit Lines
- ----------------------------------------
In April 1992, the Company converted all previously outstanding revolving
loans into a three-year $450 million unsecured revolving credit facility. The
revolving loan expires in April 1995 and is extendable for up to two additional
years at the option of the Company and with the approval of the participating
banks. As of the date of this report, a majority of the participating banks
have extended their commitments to April 1996. As of February 28, 1994, unused
revolving lines of credit totaled $130 million. The Company pays commitment
fees of 3/8 of one percent on the unused balance. Interest rates are variable,
primarily based on LIBOR, and are currently at an average rate of 4.4 percent.
The revolving loan contains various debt restrictions and provisions
relating to net worth and interest coverage ratios. The Company is required to
maintain consolidated net worth of not less than $222 million, excluding the
impact of new accounting standards. After adjusting for the newly implemented
accounting standards discussed in Note B, the Company continues to be in
compliance with its debt covenants.
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<PAGE> 9
Note G - Long-Term Debt and Credit Lines (continued)
- ----------------------------------------------------
The Company has interest rate swap agreements covering a notional amount of
$75 million which expire in 1995. The semi-annual settlement rates for these
agreements are calculated as a spread between a fixed annual rate of 9.54
percent and the six month floating LIBOR rate.
During the third quarter of 1992, the Company issued $115 million of 8%
Convertible Subordinated Debentures due August 1, 2002 (Debentures). The
Debentures are redeemable at the option of the Company, in whole or in part, at
any time on or after August 10, 1996. The Debentures are convertible at any
time prior to maturity, unless previously redeemed, into shares of Common Stock
at a conversion price of $16.065 per share (equivalent to a conversion rate of
approximately 62.247 shares of Common Stock per $1,000 principal amount of
Debentures) subject to adjustment in certain circumstances. The market value
of the Debentures was $135 million at February 28, 1994.
At February 28, 1994, the Company had unsecured, uncommitted lines of
credit with several banks for short-term borrowings aggregating $35 million, of
which $30 million was outstanding. Borrowings under such lines generally bear
interest at money market rates and are payable on demand. The Company also had
outstanding letters of credit totaling $47 million at February 28, 1994.
Note H - Employee Benefit Plans
- -------------------------------
Effective December 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" as discussed under
Note B - Accounting Changes. The Company currently provides certain unfunded
health care and life insurance benefits to most retired employees with varied
coverage by employee group.
The table below sets forth the components of the net periodic
postretirement benefit cost and the accumulated postretirement benefit
obligation for postretirement benefits other than pensions.
<TABLE>
<CAPTION>
Net Periodic Postretirement Benefit Cost
- ------------------------------------------------------------------------------------------------------------
Three Months Ended
(Millions) February 28, 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Cost $1.3
Interest Cost 7.8
----
Total Cost $9.1
====
</TABLE>
<TABLE>
<CAPTION>
Accumulated Postretirement Benefit Obligation
- ------------------------------------------------------------------------------------------------------------
(Millions) February 28, 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Retirees $285.7
Fully eligible active plan participants 55.3
Other active plan participants 65.5
------
Total benefit obligation $406.5
======
</TABLE>
The accumulated postretirement benefit obligation includes the impact of
the recent cost-sharing program announced to employees and retirees on October
4, 1993. The program establishes limits on the average amount the Company pays
annually to provide future retiree medical coverage. The Company believes that
it has the legal right to implement this
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<PAGE> 10
Note H - Employee Benefit Plans (continued)
- -------------------------------------------
new cost-sharing program and has recently prevailed in a lawsuit before the
U.S. District Court challenging the Company's right to modify retiree medical
benefits as changed in 1991. This ruling is under appeal to the U.S. Court of
Appeals for the Sixth Circuit. While the Company expects to prevail on appeal,
an adverse ruling could affect the future cost of providing retiree health
benefits.
The accumulated postretirement benefit obligation and related benefit cost
are determined by the application of relevant actuarial assumptions. The
Company utilized an 8 percent discount rate and anticipates its health care
cost trend rate will decline from 12 percent in 1994 to 6 percent in 2003,
after which the trend rate is expected to stabilize. The effect of a one
percentage point increase in the assumed health care cost trend rate for each
future year would increase the benefit obligation by $9.7 million and the
current quarter benefit expense by $.2 million.
Note I - Contingencies and Uncertainties
- ----------------------------------------
Environmental Matters
- ---------------------
Sacramento, California
In June 1989, the United States District Court for the Eastern District of
California approved entry of a Partial Consent Decree (Decree) which partially
settled environmental litigation initiated against Aerojet and its inactive
subsidiary, Cordova Chemical Company, by the State of California (State) and
the United States Environmental Protection Agency (EPA) as a result of the
release of chemicals at Aerojet's Sacramento, California facility prior to
1980.
Aerojet is conducting a Remedial Investigation/Feasibility Study (RI/FS) of
the Sacramento site under the Decree and will prepare an RI/FS report on
specific environmental conditions present at the site and alternatives
available to remedy such conditions. The Decree does not require Aerojet to
perform final remedial measures at the site.
The Decree provides that, during the period 1989 through 1994, Aerojet will
pay an aggregate of $5.4 million to (i) resolve civil monetary claims of the
State and (ii) reimburse the State and the EPA for their past costs incurred in
connection with the environmental matters at the Sacramento site. Aerojet has
met this obligation. Additionally, Aerojet is required to pay for certain
costs associated with government monitoring of Aerojet's compliance with the
Decree.
In 1990, the United States government settled Aerojet's claims for
reimbursement of a portion of environmental costs incurred at the site prior to
July 1989 for $37 million. The 1990 settlement requires that the United States
will receive credit equal to 50 percent of any insurance recovery that Aerojet
may receive in respect of costs covered by the settlement, except amounts paid
conditionally or under a reservation of the insurers' rights or claims.
In September 1993, Aerojet reached a second settlement with the United
States government on its claim to recover a portion of environmental
restoration costs incurred, or to be incurred, after June 1989 ("covered
costs"). Under the terms of the 1993 settlement, covered costs recovered by
Aerojet for the period July 1989 through November 1992 total
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<PAGE> 11
Note I - Contingencies and Uncertainties (continued)
- ----------------------------------------------------
approximately $18 million. This recovery was accomplished through the
government's release of rights to funds held by Aerojet. The settlement also
provides that 65 percent of covered costs incurred after November 1992, net of
insurance recoveries, will be added to the pricing of government contracts.
As in the case of the first settlement, Aerojet agreed to dismiss its
contract claim before the Armed Services Board of Contract Appeals and also to
release its claim under the "Superfund" law against the United States in
federal district court for recovery of costs covered by the settlement.
Aerojet is in the process of completing the RI/FS which is designed to
determine the extent of the contamination and feasible remediation efforts.
Aerojet has a reserve of approximately $21 million for its expected share of
future environmental costs to complete the RI/FS and for currently identifiable
remediation. However, until the RI/FS process is substantially completed,
Aerojet will not be able to determine the ultimate costs or the duration of
time for the final remediation effort.
Legal proceedings to obtain reimbursement of environmental response costs
from insurers are continuing. However, Aerojet presently cannot estimate
either the total amount of such costs that may be incurred at the site or the
recovery that may be obtained under any policy.
Lawrence, Massachusetts
The Company has completed a study of remediation alternatives for its
closed Lawrence, Massachusetts facility, which was contaminated with PCBs, and
has begun site remediation and off-site disposal of debris. The Company has a
reserve of $29 million for the decontamination and the long-term operating and
maintenance costs of this site. The reserve represents the Company's best
estimate at present for the eventual remediation cost. The study indicated
that the remediation cost could range as high as $56 million depending on the
results of future testing and the ultimate remediation alternatives undertaken
at the site. The time frame for remediation is currently estimated to range
from 6 to 10 years.
Muskegon, Michigan
Aerojet and its two inactive Cordova Chemical subsidiaries (Cordova) have
been involved in litigation regarding a former Cordova facility in Muskegon,
Michigan, where the EPA has conducted an RI/FS. The United States District
Court for the Western District of Michigan previously ruled that Aerojet and
Cordova were liable with a former owner/operator of the site for remediation at
the facility. Separately, the State of Michigan Court of Claims previously
ruled that the State of Michigan is obligated to indemnify Cordova for
remediation costs which it incurs at the site. These rulings have been
appealed to the Sixth Circuit United States Court of Appeals and the Michigan
Court of Appeals, respectively. Aerojet and Cordova expect to prevail on these
appeals. On a related matter, in May 1993 the U.S. EPA terminated, without
resolution, two orders issued in 1990 and 1991 to Cordova and other parties to
perform site remediation.
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<PAGE> 12
Note I - Contingencies and Uncertainties (continued)
- ----------------------------------------------------
Final remediation costs for groundwater and soils cannot presently be
determined, but could range from $50 million to $100 million, depending on the
remediation methods ultimately required. Furthermore, the Company believes
that most of the remediation costs will be paid by the former owner/operator
and that its $6 million reserve along with probable insurance recoveries of
approximately $9 million will be adequate to cover the Company's costs and
expenses associated with this matter.
Toledo, Ohio
In 1992, the Company signed a Consent Decree with the State of Ohio
relative to the remediation of PCBs at its formerly owned Toledo, Ohio
facility. A remediation plan for the removal of the PCBs under the Consent
Decree was submitted to the State for review in January 1994. The Company
believes that its established reserves of $4 million will be adequate to cover
all future costs and expenses associated with this matter.
San Gabriel Valley Basin, California
Aerojet's Azusa facility is one of a large number of potentially
responsible parties (PRPs) in the portion of the San Gabriel Valley Superfund
Site known as the Baldwin Park Operable Unit (BPOU). Regulatory action is
proceeding on two tracks: specific site investigation and cleanup, supervised
by the California Regional Water Quality Control Board under delegation from
the EPA, and regional groundwater remediation, under the direct control of the
EPA.
Aerojet is conducting an investigation of its current and historical
properties in Azusa pursuant to a work plan negotiated with the Regional Board
and EPA. Also, the EPA has issued a Record of Decision (ROD) for a groundwater
remediation plan for the BPOU, estimated to cost $47 million in non-recurring
costs and $4 to $5 million in annual operating expense. There have been no
negotiations to date concerning allocation of potential remediation costs among
PRPs and other parties.
Aerojet's environmental response costs in the San Gabriel Basin are being
allowed by the government in the pricing of Aerojet's contracts. As a result,
management does not believe, on the basis of presently available information,
that resolution of this matter will materially affect the consolidated
financial condition of the Company. Additionally, Aerojet has filed suit
against its insurers for recovery of such costs.
Other Sites
The Company is also currently involved, together with other companies, in
20 other sites on the National Priority List under the federal Comprehensive
Environmental Response, Compensation, and Liability Act (Superfund) and 14
other non-Superfund sites. In many instances, the Company's liability and its
proportionate share of costs has not been determined largely due to
uncertainties as to the nature and extent of the site conditions, the Company's
involvement and potential recoveries from insurance and other sources. While
government agencies frequently claim potentially responsible parties are
jointly and severally liable at such sites, in the Company's experience,
interim and final allocations of liability costs are generally made based on
relative contributions of waste.
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<PAGE> 13
Note I - Contingencies and Uncertainties (continued)
- ----------------------------------------------------
The Superfund sites include such sites as Stringfellow (California);
Organic Chemical (Michigan); Summit National (Ohio); Hardage/Criner (Oklahoma);
Industrial Excess (Ohio); and Solvent Recovery Service of New England
(Connecticut). The non-Superfund sites include such sites as Westbury (New
York); Four County Landfill (Indiana); and Delta Chemical (Pennsylvania). The
Company's allocated share of investigation and remediation costs at a number of
these sites has not yet been determined. Based on the Company's previous
experience, its allocated share has been minimal, in many instances less than 1
percent. The Company, for example, was able to settle 4 sites in 1993 for less
than $200,000. The Company has reserves of $12 million as of February 28, 1994
which it believes are sufficient to cover its best estimate of the
environmental remediation costs at these other sites.
Environmental Summary
- ---------------------
In regard to the sites discussed above, excluding Sacramento, management
does not believe, on the basis of presently available information, that
resolution of these matters will materially affect the consolidated financial
condition of the Company. The effect of resolution of these matters on results
of operations cannot be predicted due to the uncertainty concerning both the
amount and timing of future expenditures and future results of operations.
Other Legal Matters
- -------------------
The Company and its subsidiaries are subject to various legal actions,
governmental investigations, and proceedings relating to a wide range of
matters in addition to those discussed above. In the opinion of management,
after reviewing the information which is currently available with respect to
such matters and consulting with the Company's counsel, any liability which may
ultimately be incurred with respect to these additional matters will not
materially affect the consolidated financial condition of the Company. The
effect of resolution of these matters on results of operations cannot be
predicted because any such effect depends on both future results of operations
and the amount and timing of the resolution of such matters.
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<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Material Changes in Financial Condition
- ---------------------------------------
Cash flow used in operating activities was $6.6 million in the first
quarter of 1994 as compared to $49.3 million in the first quarter of 1993. The
improvement in cash flow from operating activities was primarily due to lower
working capital requirements offset by the loss from operations.
At the end of the first quarter of 1994, GenCorp's total debt was $465
million compared to $423 million at the end of the first quarter of 1993. This
increase reflects acquisitions and tax payments in the second half of 1993. As
a result of customary first quarter working capital increases, total debt was
$26 million higher than at year end November 30, 1993. Interest expense in the
quarter increased to $7.3 million from $6.1 million in the comparable period
last year due to a higher level of average debt outstanding during the 1994
first quarter.
Material Changes in Results of Operations
- -----------------------------------------
Net sales in the first quarter of 1994 of $401.7 million were essentially
flat with first quarter 1993 sales of $401.5 million. Increases in sales at
both GenCorp Automotive and GenCorp Polymer Products offset an expected decline
at Aerojet.
Segment operating profit decreased to $6.0 million in the first quarter of
1994 from $21.5 million in the first quarter of 1993. Improved earnings at
GenCorp Automotive and GenCorp Polymer Products partially offset a loss at
Aerojet.
The Company reported a net loss of $3.2 million or $0.10 per share for the
first quarter of fiscal year 1994 before the charge for the cumulative effect
of adopting new accounting standards. In comparison, net income for the first
quarter of 1993 was $6.1 million or $0.19 per share. The net loss was the
result of a $16.6 million charge against Aerojet's operating profit. The
charge was for current estimates of future costs associated with a
meteorological sensor program and a tactical rocket propulsion program, and the
projected loss on disposal of a small Aerojet business. Technical and
production problems on the two programs have driven cost estimates higher than
previously anticipated. Special technical teams have been formed to resolve
these program problems. Even though the Company is aggressively pursuing
resolution of these problems, future results of operations could be subjected
to additional losses for these programs.
After implementing the new accounting standards, the Company reported a net
loss of $216.0 million or a loss of $6.81 per share for the first quarter of
fiscal year 1994. As previously disclosed, the Company adopted new financial
accounting standards during the first quarter of fiscal 1994, including SFAS
No. 106 ("Employers' Accounting for Postretirement Benefits Other Than
Pensions") and SFAS No. 109 ("Accounting for Income Taxes"). The net impact of
the cumulative effect to December 1, 1993 of the accounting changes was a
noncash, nonrecurring, after-tax charge of $212.8 million, or $6.71 per share.
Adoption of SFAS No. 106 also resulted in an incremental quarterly expense of
$1.0 million after tax.
-14-
<PAGE> 15
Net sales for GenCorp Automotive in the first quarter of 1994 were $134.8
million, an increase of more than 15% from the first quarter of 1993.
Increased North American vehicle builds, particularly in the light truck
segment, were major contributors to the sales growth seen in all business
units.
Operating profit for GenCorp Automotive was $5.3 million in the first
quarter of 1994, significantly above the first quarter of 1993. Continued
strong performance at Vehicle Sealing, increased manufacturing productivity at
Vibration Control and Reinforced Plastics, and benefits obtained from the
restructuring of Reinforced Plastics were the principal causes of the
improvement. The near term outlook for the return on the Company's 1993 third
quarter investment in HENNIGES Elastomer- und Kunststofftechnik GmbH & Co. KG
has been reduced by the severe recession in the German automotive industry.
Net sales for GenCorp Polymer Products in the first quarter of 1994 were
$125.5 million, 13% higher than in 1993. The increase reflects the 1993 third
quarter acquisition of Reneer Films Corporation and greater latex volume
achieved through increased utilization of the Green Bay, Wisconsin plant.
Segment operating profit for GenCorp Polymer Products was $8.8 million, 10%
higher than in 1993. This record first quarter earnings level resulted
primarily from the increase in the segment's net sales.
Continued improvement during the year at GenCorp Automotive and GenCorp
Polymer Products will be influenced by an improving U.S. economy and continued
strong domestic vehicle production.
At Aerojet, net sales in the first quarter of 1994 were $141.4 million
compared to $173.2 million in 1993. The 18% decrease was primarily due to
cancellation of the Peacekeeper and Advanced Solid Rocket Motor programs and a
lower level of activity in the Sense and Destroy Armor program.
Aerojet incurred an operating loss of $8.1 million in the first quarter of
1994, compared to a profit of $12.2 million in the first quarter of 1993. The
loss was attributable to the lower sales volume and the previously discussed
charges.
Aerojet will continue to focus on maintaining its positions in its core
programs and has begun to implement the reorganization that was announced last
year. The reorganization is expected to generate reductions in overhead costs
by reducing more than 200 jobs, streamlining the management structure, reducing
expense budgets and cutting other overhead. Most of this reorganization will
be implemented in the first half of this year.
The Company is continuing to evaluate alternatives for Aerojet which will
result in the most value for shareholders. The sale of the ordnance business
is still pending.
-15-
<PAGE> 16
Environmental Matters
- ---------------------
GenCorp's policy is to conduct its businesses with due regard for the
preservation and protection of the environment. The Company devotes a
significant amount of resources and management attention to environmental
matters and actively manages its ongoing processes to comply with extensive
environmental laws and regulations. The Company is involved in the remediation
of environmental conditions which resulted from previously accepted
manufacturing and disposal practices that date back to the 1950's and 1960's at
certain of its own plants. In addition, the Company has been designated a
potentially responsible party, with other companies, at sites undergoing
investigation and remediation.
The nature of environmental investigation and cleanup activities often
makes it difficult to determine the timing and amount of any estimated future
costs that may be required for remedial measures. However, the Company reviews
these matters and accrues for costs associated with the remediation of
environmental pollution when it becomes probable that a liability has been
incurred and its proportionate share of the amount can be reasonably estimated.
The Company's consolidated balance sheet at February 28, 1994 reflects accruals
of $72 million for remediation costs.
The effect of resolution of environmental matters on results of operations
cannot be predicted due to the uncertainty concerning both the amount and
timing of future expenditures and future results of operations. The Company
will continue its efforts to mitigate past and future costs through pursuit of
claims for insurance and for reimbursement under various government contracts.
For additional discussion of environmental matters, refer to Note I -
Contingencies and Uncertainties beginning on page 10.
-16-
<PAGE> 17
Part II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings
- --------------------------
Information concerning legal proceedings relating to environmental matters
at Aerojet's Sacramento, California facility and at other environmental sites
which appears in Note I beginning on page 10 of this report is incorporated
herein by reference.
The Company and its subsidiaries are subject to various legal actions,
governmental investigations, and proceedings relating to a wide range of
matters in addition to those discussed above and in Parts I and II of this
Report. In the opinion of management, after reviewing such matters and
consulting with the Company's counsel, any liability which may ultimately be
incurred with respect to these additional matters will not materially affect
the consolidated financial position of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
At the Company's Annual Meeting of Shareholders held on March 30, 1994,
holders of GenCorp Common Stock elected J. M. Osterhoff, P. J. Phoenix, J. R.
Stover and J. B. Yasinsky as directors to serve three year terms expiring in
1997. Shareholders also ratified the Board of Directors' appointment of Ernst
& Young as the Company's independent auditors for 1994.
Following is the final result of the Common votes cast:
<TABLE>
A) Election of Directors:
<CAPTION>
Broker
For Withheld Nonvotes
--- -------- --------
<S> <C> <C> <C>
J. M. Osterhoff 27,216,019 383,110 -0-
------------ --------- --------
P. J. Phoenix 27,164,431 434,698 -0-
------------ --------- --------
J. R. Stover 27,183,085 416,043 -0-
------------ --------- --------
J. B. Yasinsky 27,217,577 381,552 -0-
------------ --------- --------
</TABLE>
<TABLE>
B) Ratification of the Board of Directors' appointment of Ernst & Young as
independent auditors:
<S> <C> <C> <C> <C> <C> <C> <C>
Broker
For: 27,314,435 Against: 136,307 Abstain: 186,000 Nonvotes: -0-
------------ --------- --------- ---------
</TABLE>
-17-
<PAGE> 18
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits
--------
<TABLE>
<CAPTION>
Table Exhibit
Item No. Exhibit Description Number
-------- ------------------- -------
<S> <C> <C>
11 Statement re computation of per share earnings. 11
</TABLE>
b) Reports on Form 8-K
-------------------
There have been no reports on Form 8-K filed during the quarter
ended February 28, 1994.
-18-
<PAGE> 19
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENCORP INC.
<TABLE>
<S> <C>
Date April 8, 1994 By /s/ F. J. Lucksinger
------------------------------ ----------------------------------------
F. J. Lucksinger, Vice President
and Controller
Date April 8, 1994 By /s/ C. R. Ennis
------------------------------ --------------------------------------
C. R. Ennis, Vice President
and General Counsel
</TABLE>
-19-
<PAGE> 1
<TABLE>
EXHIBIT 11
GenCorp Inc.
Computation of Earnings Per Common Share
<CAPTION>
Unaudited
Three Months Ended
-------------------------------
February 28, February 28,
1994 1993
------------ ------------
<S> <C> <C>
Earnings (Dollars in Millions)
- --------
Income (Loss) Before Cumulative Effect
of Accounting Changes $ (3.2) $ 6.1
Cumulative Effect of Accounting Changes (212.8) -
-------- -----
Net Income for Primary
Earnings Per Share (216.0) 6.1
Tax Affected Interest Expense
Applicable to 8% Convertible
Subordinated Debentures 1.4 1.4
-------- -----
Net Income for Fully Diluted
Earnings Per Share $(214.6) $ 7.5
======= =====
Shares (In Thousands)
- ------
Weighted Average Number of
Common Shares Outstanding
for Primary Earnings Per Share 31,730 31,729
Assuming Conversion of 8%
Convertible Subordinated
Debentures 7,158 7,159
------- -----
Weighted Average Number of
Common Shares Outstanding
for Fully Diluted Earnings Per Share 38,888 38,888
====== ======
Earnings Per Share
- ------------------
Income (Loss) Before Cumulative Effect
of Accounting Changes $ (.10) $ .19
Cumulative Effect of Accounting Changes (6.71) -
------- -----
Net Income (Loss) for Primary Earnings
Per Share $ (6.81) $ .19
======= =====
<FN>
Fully diluted earnings per share calculation is antidilutive and therefore is
the same as the primary earnings per share.
</TABLE>
