UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 4, 2004
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-3671
GENERAL DYNAMICS CORPORATION
Delaware
|
13-1673581 | |
State or other jurisdiction of
|
I.R.S. Employer | |
incorporation or organization
|
Identification No. | |
2941 Fairview Park Drive |
||
Suite 100 |
||
Falls Church, Virginia
|
22042-4153 | |
Address of principal executive offices
|
Zip code |
(703) 876-3000
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes
X No .
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No .
199,920,335 shares of the registrants common stock, $1 par value per share, were outstanding at August 1, 2004.
GENERAL DYNAMICS CORPORATION
-2-
GENERAL DYNAMICS CORPORATION
| July 4 | ||||||||
| 2004 | December 31 | |||||||
| ASSETS | (Unaudited) | 2003 | ||||||
Current Assets: |
||||||||
Cash and equivalents |
$ | 1,100 | $ | 860 | ||||
Accounts receivable |
1,376 | 1,378 | ||||||
Contracts in process |
2,643 | 2,548 | ||||||
Inventories |
1,236 | 1,160 | ||||||
Other current assets |
514 | 448 | ||||||
Total Current Assets |
6,869 | 6,394 | ||||||
Noncurrent Assets: |
||||||||
Property, plant and equipment, net |
2,082 | 2,085 | ||||||
Intangible assets, net |
978 | 1,030 | ||||||
Goodwill, net |
6,157 | 6,083 | ||||||
Other assets |
644 | 591 | ||||||
Total Noncurrent Assets |
9,861 | 9,789 | ||||||
| $ | 16,730 | $ | 16,183 | |||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current Liabilities: |
||||||||
Short-term debt and current portion of long-term debt |
$ | 519 | $ | 747 | ||||
Accounts payable |
1,257 | 1,317 | ||||||
Other current liabilities |
3,668 | 3,552 | ||||||
Total Current Liabilities |
5,444 | 5,616 | ||||||
Noncurrent Liabilities: |
||||||||
Long-term debt |
3,297 | 3,296 | ||||||
Other liabilities |
1,531 | 1,350 | ||||||
Commitments and contingencies (See Note L) |
||||||||
Total Noncurrent Liabilities |
4,828 | 4,646 | ||||||
Shareholders Equity: |
||||||||
Common stock, including surplus |
940 | 838 | ||||||
Retained earnings |
6,632 | 6,206 | ||||||
Treasury stock |
(1,240 | ) | (1,279 | ) | ||||
Accumulated other comprehensive income |
126 | 156 | ||||||
Total Shareholders Equity |
6,458 | 5,921 | ||||||
| $ | 16,730 | $ | 16,183 | |||||
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of this statement.
-3-
| Three Months Ended | ||||||||
| July 4 | June 29 | |||||||
| 2004 | 2003 | |||||||
Net Sales |
$ | 4,761 | $ | 3,935 | ||||
Operating costs and expenses |
4,267 | 3,557 | ||||||
Operating Earnings |
494 | 378 | ||||||
Interest expense, net |
(39 | ) | (19 | ) | ||||
Other (expense) income, net |
(12 | ) | 2 | |||||
Earnings from Continuing Operations
before Income Taxes |
443 | 361 | ||||||
Provision for income taxes |
147 | 119 | ||||||
Earnings from Continuing Operations |
$ | 296 | $ | 242 | ||||
Discontinued operations, net of tax |
4 | | ||||||
Net Earnings |
$ | 300 | $ | 242 | ||||
Earnings per Share Basic |
||||||||
Continuing operations |
$ | 1.49 | $ | 1.23 | ||||
Discontinued operations |
0.02 | | ||||||
Net Earnings |
$ | 1.51 | $ | 1.23 | ||||
Earnings per Share Diluted |
||||||||
Continuing operations |
$ | 1.47 | $ | 1.22 | ||||
Discontinued operations |
0.02 | | ||||||
Net Earnings |
$ | 1.49 | $ | 1.22 | ||||
Dividends Per Share |
$ | 0.36 | $ | 0.32 | ||||
Supplemental Information: |
||||||||
General and administrative expenses included in
operating costs and expenses |
$ | 280 | $ | 258 | ||||
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of this statement.
-4-
GENERAL DYNAMICS CORPORATION
| Six Months Ended | ||||||||
| July 4 | June 29 | |||||||
| 2004 | 2003 | |||||||
Net Sales |
$ | 9,521 | $ | 7,356 | ||||
Operating costs and expenses |
8,585 | 6,660 | ||||||
Operating Earnings |
936 | 696 | ||||||
Interest expense, net |
(78 | ) | (30 | ) | ||||
Other (expense) income, net |
(12 | ) | 6 | |||||
Earnings from Continuing Operations
before Income Taxes |
846 | 672 | ||||||
Provision for income taxes |
281 | 209 | ||||||
Earnings from Continuing Operations |
$ | 565 | $ | 463 | ||||
Discontinued operations, net of tax |
4 | | ||||||
Net Earnings |
$ | 569 | $ | 463 | ||||
Earnings per Share Basic |
||||||||
Continuing operations |
$ | 2.84 | $ | 2.34 | ||||
Discontinued operations |
0.02 | | ||||||
Net Earnings |
$ | 2.86 | $ | 2.34 | ||||
Earnings per Share Diluted |
||||||||
Continuing operations |
$ | 2.82 | $ | 2.32 | ||||
Discontinued operations |
0.02 | | ||||||
Net Earnings |
$ | 2.84 | $ | 2.32 | ||||
Dividends Per Share |
$ | 0.72 | $ | 0.64 | ||||
Supplemental Information: |
||||||||
General and administrative expenses included inoperating costs and expenses |
$ | 578 | $ | 494 | ||||
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of this statement.
-5-
GENERAL DYNAMICS CORPORATION
| Six Months Ended | ||||||||
| July 4 | June 29 | |||||||
| 2004 | 2003 | |||||||
Cash Flows from Operating Activities: |
||||||||
Earnings from Continuing Operations |
$ | 565 | $ | 463 | ||||
Adjustments to reconcile Earnings from Continuing Operations to
net cash provided by operating activities - |
||||||||
Depreciation, depletion and amortization of property,
plant and equipment |
115 | 93 | ||||||
Amortization of intangible assets |
48 | 20 | ||||||
Deferred income tax provision |
228 | 41 | ||||||
(Increase) decrease in assets, net of effects of business acquisitions - |
||||||||
Accounts receivable |
2 | (8 | ) | |||||
Contracts in process |
(6 | ) | (323 | ) | ||||
Inventories |
(79 | ) | (2 | ) | ||||
Increase (decrease) in liabilities, net of effects of business acquisitions - |
||||||||
Billings in excess of costs and estimated profits |
8 | 163 | ||||||
Income taxes payable |
41 | 52 | ||||||
Accounts payable |
(73 | ) | (10 | ) | ||||
Other current liabilities |
(79 | ) | (30 | ) | ||||
Other, net |
(64 | ) | 10 | |||||
Net Cash Provided by Operating Activities from Continuing Operations |
706 | 469 | ||||||
Net Cash Used by Discontinued Operations |
(16 | ) | (11 | ) | ||||
Net Cash Provided by Operating Activities |
690 | 458 | ||||||
Cash Flows from Investing Activities: |
||||||||
Business acquisitions, net of cash acquired |
(36 | ) | (1,128 | ) | ||||
Capital expenditures |
(118 | ) | (67 | ) | ||||
Other, net |
16 | 7 | ||||||
Net Cash Used by Investing Activities |
(138 | ) | (1,188 | ) | ||||
Cash Flows from Financing Activities: |
||||||||
Issuance of fixed-rate notes, net |
| 1,996 | ||||||
Net repayments of commercial paper |
(182 | ) | (364 | ) | ||||
Net repayments of other debt |
(45 | ) | (20 | ) | ||||
Dividends paid |
(134 | ) | (123 | ) | ||||
Purchases of common stock |
| (300 | ) | |||||
Other, net |
49 | 24 | ||||||
Net Cash (Used) Provided by Financing Activities |
(312 | ) | 1,213 | |||||
Net Increase in Cash and Equivalents |
240 | 483 | ||||||
Cash and Equivalents at Beginning of Period |
860 | 328 | ||||||
Cash and Equivalents at End of Period |
$ | 1,100 | $ | 811 | ||||
Supplemental Cash Flow Information: |
||||||||
Cash payments for: |
||||||||
Income taxes |
$ | 78 | $ | 119 | ||||
Interest |
$ | 79 | $ | 25 | ||||
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of this statement.
-6-
| (A) | Basis of Preparation |
The term company refers to General Dynamics Corporation and all of its wholly-owned and majority-owned subsidiaries. The unaudited Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations. Operating results for the three- and six-month period ended July 4, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the companys Annual Report on Form 10-K for the year ended December 31, 2003.
In managements opinion, the unaudited Consolidated Financial Statements contain all adjustments, that are of a normal recurring nature, necessary for a fair statement of the results for the three- and six-month periods ended July 4, 2004, and June 29, 2003. Certain prior-year amounts have been reclassified to conform to the current-year presentation.
| (B) | Acquisitions, Intangible Assets and Goodwill, Net |
During 2003, the company completed the following acquisitions for a total cost of approximately $3 billion, which was paid in cash:
Information Systems and Technology
| | Digital System Resources, Inc., (DSR) of Fairfax, Virginia, on September 10. DSR is a provider of surveillance and combat systems for submarines and surface ships. | ||
| | Veridian Corporation (Veridian) of Arlington, Virginia, on August 11. Veridian provides the Department of Defense, the Department of Homeland Security and the intelligence community with network security and enterprise protection; intelligence, surveillance and reconnaissance systems development and integration; decision support; information systems development and integration; chemical, biological and nuclear detection capabilities; network and enterprise management services; and large-scale systems engineering. | ||
| | Creative Technology Incorporated (CTI) of Herndon, Virginia, on March 31. CTI supports the intelligence community and the Department of Defense by delivering systems and network engineering, integration, software development and operations and technical consulting. |
-7-
Combat Systems
| | Steyr Daimler Puch Spezialfahrzeug Aktiengesellschaft & Company KG (Steyr) of Vienna, Austria, on October 2. Steyr develops and manufactures armored combat vehicles, including the Pandur family of wheeled combat vehicles and the Ulan tracked infantry fighting vehicle. | ||
| | Intercontinental Manufacturing Company (IMCO) of Garland, Texas, a division of Datron, Inc., on September 4. IMCO develops and manufactures aircraft bomb bodies for the U.S. armed services. | ||
| | General Motors Defense (GM Defense) of London, Ontario, a business unit of General Motors Corporation, on March 1. GM Defense manufactures wheeled armored vehicles and turrets. |
The operating results of these businesses are included with those of the company from their respective closing dates. The purchase prices of these businesses have been allocated to the estimated fair value of net tangible and intangible assets acquired, with any excess recorded as goodwill. Certain of the estimates related to the Steyr acquisition are still preliminary at July 4, 2004. The company is awaiting the completion of the appraisals of assets acquired and the identification and valuation of intangible assets acquired. The company expects these analyses to be completed during the third quarter of 2004.
In June 2004, the company entered into a definitive agreement to acquire TriPoint Global Communications Inc., of Newton, North Carolina, a privately held provider of ground-based satellite and wireless communication equipment and integration services for video, voice and data applications. The acquisition is subject to regulatory approval and is expected to close in the third quarter of 2004.
On July 9, 2004, the company acquired Spectrum Astro, Inc., of Gilbert, Arizona. Spectrum Astro manufactures and integrates space systems, satellites and ground-support equipment.
Intangible assets consisted of the following:
| July 4 | December 31 | |||||||||||||||||||||||
| 2004 |
2003 |
|||||||||||||||||||||||
| Gross | Net | Gross | Net | |||||||||||||||||||||
| Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | |||||||||||||||||||
| Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||
Amortized intangible assets: |
||||||||||||||||||||||||
Contract and
program intangible assets |
$ | 989 | $ | (189 | ) | $ | 800 | $ | 991 | $ | (157 | ) | $ | 834 | ||||||||||
Other intangible assets |
299 | (121 | ) | 178 | 282 | (105 | ) | 177 | ||||||||||||||||
| $ | 1,288 | $ | (310 | ) | $ | 978 | $ | 1,273 | $ | (262 | ) | $ | 1,011 | |||||||||||
Unamortized intangible assets: |
||||||||||||||||||||||||
Trademarks |
$ | | $ | | $ | | $ | 19 | $ | | $ | 19 | ||||||||||||
-8-
The company amortizes contract and program intangible assets on a straight-line basis over periods ranging from 8 to 40 years. Other intangible assets consist primarily of aircraft product design, customer lists, software and licenses and are amortized over periods ranging from 5 to 21 years.
Amortization expense was $25 and $48 for the three- and six-month periods ended July 4, 2004, and $10 and $20 for the three- and six-month periods ended June 29, 2003. The company expects to record annual amortization expense over the next five years as follows:
2005
|
$ | 92 | ||
2006
|
$ | 91 | ||
2007
|
$ | 89 | ||
2008
|
$ | 85 | ||
2009
|
$ | 82 | ||
The changes in the carrying amount of goodwill by business group for the six months ended July 4, 2004, were as follows:
| December 31 | July 4 | |||||||||||||||
| 2003 | Acquisitions(a) | Other(b) | 2004 | |||||||||||||
Information Systems
and Technology |
$ | 3,581 | $ | 56 | $ | | $ | 3,637 | ||||||||
Combat Systems |
1,960 | 13 | 5 | 1,978 | ||||||||||||
Marine Systems |
193 | | | 193 | ||||||||||||
Aerospace |
348 | | | 348 | ||||||||||||
Resources |
1 | | | 1 | ||||||||||||
| $ | 6,083 | $ | 69 | $ | 5 | $ | 6,157 | |||||||||
| (a) | Includes adjustments to preliminary assignment of fair value to net assets acquired. | |
| (b) | Consists of adjustments for currency translation. |
| (C) | Equity Compensation Plans |
The company accounts for its incentive compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. The company measures compensation expense for stock options as the excess, if any, of the quoted market price of the companys stock at the measurement date over the exercise price. The company records stock awards at fair value.
-9-
Had compensation expense for stock options been determined based on the fair value at the grant dates for awards under the companys incentive compensation plans, the companys net earnings and net earnings per share would have been reduced to the pro forma amounts indicated as follows:
| Three Months Ended |
Six Months Ended |
|||||||||||||||||||
| July 4 | June 29 | July 4 | June 29 | |||||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||||||
Net earnings, as reported |
$ | 300 | $ | 242 | $ | 569 | $ | 463 | ||||||||||||
Add: Stock-based compensation expense
included in reported net earnings, net of tax(a) |
8 | 3 | 16 | 6 | ||||||||||||||||
Deduct: Total fair value-based compensation
expense, net of tax |
(14 | ) | (10 | ) | (28 | ) | (20 | ) | ||||||||||||
| Pro forma |
$ | 294 | $ | 235 | $ | 557 | $ | 449 | ||||||||||||
Net earnings |
||||||||||||||||||||
Per share basic: |
As reported |
$ | 1.51 | $ | 1.23 | $ | 2.86 | $ | 2.34 | |||||||||||
| Pro forma |
$ | 1.48 | $ | 1.19 | $ | 2.80 | $ | 2.27 | ||||||||||||
Net earnings |
||||||||||||||||||||
Per share diluted: |
As reported |
$ | 1.49 | $ | 1.22 | $ | 2.84 | $ | 2.32 | |||||||||||
| Pro forma |
$ | 1.46 | $ | 1.18 | $ | 2.78 | $ | 2.25 | ||||||||||||
| (a) | Represents restricted stock grants under the companys 1997 Incentive Compensation Plan. |
The weighted average fair value of each stock option included in the preceding pro forma amounts was estimated using the Black-Scholes option pricing model and is amortized over the vesting period of the underlying options.
| (D) | Comprehensive Income |
Comprehensive income consisted of the following:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| July 4 | June 29 | July 4 | June 29 | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
Net earnings |
$ | 300 | $ | 242 | $ | 569 | $ | 463 | ||||||||
Foreign currency translation
adjustments |
(58 | ) | 120 | (38 | ) | 123 | ||||||||||
Fair value adjustments
on cash flow hedges |
(2 | ) | 1 | 8 | (2 | ) | ||||||||||
Other |
(1 | ) | | | 1 | |||||||||||
Comprehensive income |
$ | 239 | $ | 363 | $ | 539 | $ | 585 | ||||||||
-10-
| (E) | Discontinued Operations |
The company exited its undersea fiber-optic cable-laying business in the fourth quarter of 2002 because of substantial overcapacity in the market and a lack of contract backlog. The results of this businesss operations had been included in the Information Systems and Technology group since 1998. In the second quarter of 2004, the company favorably resolved certain of the liabilities associated with this business, resulting in an after-tax gain of $4 from discontinued operations.
The summary of operating results from discontinued operations is as follows:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| July 4 | June 29 | July 4 | June 29 | |||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
Net sales |
$ | | $ | | $ | | $ | | ||||||||
Operating expenses |
| | | | ||||||||||||
Operating
earnings |
| | | | ||||||||||||
Gain on disposal |
6 | | 6 | | ||||||||||||
Earnings
before income taxes |
6 | | 6 | | ||||||||||||
Provision for
income taxes |
(2 | ) | | (2 | ) | | ||||||||||
Gain from discontinued operations |
$ | 4 | $ | | $ | 4 | $ | | ||||||||
Assets and liabilities of discontinued operations are included in other current assets and other current liabilities, respectively, on the Consolidated Balance Sheet and consisted of the following:
| July 4 | December 31 | |||||||
| 2004 | 2003 | |||||||
Current assets |
$ | 32 | $ | 29 | ||||
Assets of discontinued operations |
$ | 32 | $ | 29 | ||||