Form 8-K
0000040888 False 0000040888 2019-10-29 2019-10-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 29, 2019

_______________________________

Aerojet Rocketdyne Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware1-0152034-0244000
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

222 N. Pacific Coast Highway, Suite 500

El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

(310) 252-8100

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.10 par valueAJRDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On October 29, 2019, Aerojet Rocketdyne Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2019. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information (including Exhibit 99.1) is being furnished under “Item 2.02. Results of Operations and Financial Condition” and “Item 7.01. Regulation FD Disclosure.” Such information (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The filing of this Report and the furnishing of this information pursuant to Items 2.02 and 7.01 (including Exhibit 99.1) do not mean that such information is material or that disclosure of such information is required.

Item 7.01. Regulation FD Disclosure.

See “Item 2.02. Results of Operations and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.         Description
99.1 Aerojet Rocketdyne Holdings, Inc. press release dated October 29, 2019
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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 hereunto duly authorized.

 Aerojet Rocketdyne Holdings, Inc.
   
  
Date: October 29, 2019By: /s/ Paul R. Lundstrom        
 Name: Paul R. Lundstrom
 Title: Vice President of Finance and Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Aerojet Rocketdyne Holdings, Inc. Reports Third Quarter 2019 Results

EL SEGUNDO, Calif., Oct. 29, 2019 (GLOBE NEWSWIRE) -- Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) today reported results for the three months ended September 30, 2019.

Financial Overview

Third quarter of 2019 compared with third quarter of 2018

Nine months ended September 30, 2019 compared with nine months ended September 30, 2018

_________
* The Company provides Non-GAAP measures as a supplement to financial results presented in accordance with accounting principles generally accepted in the United States (“GAAP”). A reconciliation of the Non-GAAP measures to the most directly comparable GAAP measures is included at the end of the release.

“2019 continues to progress in line with expectations, and the Aerojet Rocketdyne outlook remains strong," said Eileen Drake, CEO and President of Aerojet Rocketdyne. Through September, year to date sales were flat with the prior year, despite headwind from the anticipated wind down of the AJ-60 program. Excluding the headwind from AJ-60, year to date sales were up 2%. For the quarter, sales of $482 million were down 3%, with two points of headwind from AJ-60, and on a tough compare. “Recall, the third and fourth quarters of 2018 were the highest and lowest sales volume quarters in the year, respectively,” said Drake. “We expect the inverse will be true in 2019, driven by the natural fluctuations in program timing, with the fourth quarter being our highest sales volume quarter of 2019.” Drake added, “Backlog closed at a solid $4.5 billion, up 22% compared with the third quarter of 2018, and the pipeline for our nationally critical space and defense programs is solid.”

Operations Review

Aerospace and Defense Segment

 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
 (In millions, except percentage amounts)
Net sales$480.0  $497.2  $1,453.1  $1,453.2 
Segment performance65.0  108.0  216.9  209.6 
Segment margin13.5% 21.7% 14.9% 14.4%
Segment margin before environmental remediation provision adjustments, retirement benefits, net, and unusual items (Non-GAAP measure)12.3% 14.2% 13.8% 12.2%
Components of segment performance:       
Aerospace and Defense income$59.2  $70.7  $201.2  $176.8 
Environmental remediation provision adjustments(0.8) 39.9  (1.5) 37.6 
GAAP/Cost Accounting Standards (“CAS”) retirement benefits expense difference6.6  (2.6) 17.5  (4.8)
Unusual items    (0.3)  
Aerospace and Defense total$65.0  $108.0  $216.9  $209.6 

Segment performance during the three and nine months ended September 30, 2018, was significantly impacted by a one-time benefit of $43.0 million as a result of reaching a determination with the U.S. government that certain environmental expenditures are reimbursable.

Third quarter of 2019 compared with third quarter of 2018

The decrease in net sales was primarily due to a decrease of $27.9 million in space programs primarily driven by the RS-68 program partially offset by growth in the RS-25 program. The decline in space programs was partially offset by an increase of $10.7 million in defense programs primarily driven by the Patriot Advanced Capability-3 (“PAC-3”) and Guided Multiple Launch Rocket System (“GMLRS”) programs.

The decrease in segment margin before environmental remediation provision adjustments, retirement benefits, net and unusual items was primarily driven by lower risk retirements in the current period on the Terminal High Altitude Area Defense (“THAAD”), RS-68, and RL-10 programs partially offset by improved performance on the Commercial Crew Development program.

During the three months ended September 30, 2019, we had $4.0 million of favorable changes in contract estimates on operating results before income taxes compared with favorable changes of $26.9 million during the three months ended September 30, 2018.

Nine months ended September 30, 2019 compared with nine months ended September 30, 2018

Net sales was comparable with the prior period and impacted by an increase of $58.7 million in defense programs primarily driven by the PAC-3 and Guidance Enhanced Missile (“GEM-T”) programs offset by a decrease of $58.8 million in space programs primarily driven by the RS-68 program and the winding down of the AJ-60 solid rocket motor partially offset by growth in the RS-25 program.

The increase in segment margin before environmental remediation provision adjustments, retirement benefits, net and unusual items was primarily driven by improved performance on the Commercial Crew Development program.

During the nine months ended September 30, 2019, we had $43.0 million of favorable changes in contract estimates on operating results before income taxes compared with favorable changes of $41.0 million during the nine months ended September 30, 2018.

Real Estate Segment

 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
 (In millions)
Net sales$1.8  $1.6  $5.4  $4.8 
Segment performance0.4  0.6  1.5  1.8 

Net sales and segment performance consist primarily of rental property operations.

Backlog

As of September 30, 2019, the Company’s total remaining performance obligations, also referred to as backlog, were $4.5 billion. The Company expects to recognize approximately 43%, or $2.0 billion, of the remaining performance obligations as sales over the next twelve months. A summary of the Company’s backlog is as follows:

 September 30, 2019 December 31, 2018
 (In billions)
Funded backlog$2.1  $1.9 
Unfunded backlog2.4  2.2 
Total backlog$4.5  $4.1 

Total backlog includes both funded backlog (unfilled orders for which funding is authorized, appropriated and contractually obligated by the customer) and unfunded backlog (firm orders for which funding has not been appropriated). Indefinite delivery and quantity contracts and unexercised options are not reported in total backlog. Backlog is subject to funding delays or program restructurings/cancellations which are beyond the Company’s control.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such statements in this release and in subsequent discussions with the Company’s management are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which could cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein and in subsequent discussions with the Company’s management that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. A variety of factors could cause actual results or outcomes to differ materially from those expected and expressed in the Company’s forward-looking statements. Important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements include, but are not limited to, the following:

About Aerojet Rocketdyne Holdings, Inc.

Aerojet Rocketdyne Holdings, Inc., headquartered in El Segundo, California, is an innovative technology-based manufacturer of aerospace and defense products and systems, with a real estate segment that includes activities related to the entitlement, sale, and leasing of the Company’s excess real estate assets. More information can be obtained by visiting the Company’s websites at www.rocket.com or www.aerojetrocketdyne.com.

Contact information:
Investors: Kelly Anderson, investor relations 310.252.8155

(Tables to follow)

Aerojet Rocketdyne Holdings, Inc.       
Unaudited Condensed Consolidated Statement of Operations    
 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
 (In millions, except per share amounts)
Net sales$481.8  $498.8  $1,458.5  $1,458.0 
Operating costs and expenses:       
Cost of sales (exclusive of items shown separately below)392.9  400.7  1,170.1  1,197.0 
Selling, general and administrative expense15.1  13.0  44.2  30.8 
Depreciation and amortization18.4  18.1  53.4  53.5 
Other expense (income), net:       
Environmental remediation provision adjustments1.0  (39.8) 1.7  (37.0)
Other(0.7) (1.5) (0.4) (2.2)
Total operating costs and expenses426.7  390.5  1,269.0  1,242.1 
Operating income55.1  108.3  189.5  215.9 
Non-operating:       
Retirement benefits expense6.5  14.4  19.5  43.2 
Interest income(3.9) (2.8) (11.9) (6.4)
Interest expense9.0  9.1  27.2  25.5 
Total non-operating expense, net11.6  20.7  34.8  62.3 
Income before income taxes43.5  87.6  154.7  153.6 
Income tax provision10.6  22.6  39.0  39.8 
Net income$32.9  $65.0  $115.7  $113.8 
Earnings per share of common stock      
Basic earnings per share$0.42  $0.85  $1.47  $1.50 
Diluted earnings per share$0.39  $0.82  $1.39  $1.47 
Weighted average shares of common stock outstanding, basic77.3  74.7  77.1  74.2 
Weighted average shares of common stock outstanding, diluted82.8  77.3  81.5  75.9 


Aerojet Rocketdyne Holdings, Inc.       
Unaudited Operating Segment Information    
 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
 (In millions)
Net Sales:       
Aerospace and Defense$480.0  $497.2  $1,453.1  $1,453.2 
Real Estate1.8  1.6  5.4  4.8 
Total Net Sales$481.8  $498.8  $1,458.5  $1,458.0 
Segment Performance:       
Aerospace and Defense$59.2  $70.7  $201.2  $176.8 
Environmental remediation provision adjustments(0.8) 39.9  (1.5) 37.6 
GAAP/CAS retirement benefits expense difference6.6  (2.6) 17.5  (4.8)
Unusual items    (0.3)  
Aerospace and Defense Total65.0  108.0  216.9  209.6 
Real Estate0.4  0.6  1.5  1.8 
Total Segment Performance$65.4  $108.6  $218.4  $211.4 
Reconciliation of segment performance to income before income taxes:       
Segment performance$65.4  $108.6  $218.4  $211.4 
Interest expense(9.0) (9.1) (27.2) (25.5)
Interest income3.9  2.8  11.9  6.4 
Stock-based compensation(9.0) (6.2) (24.5) (12.9)
Corporate retirement benefits(1.8) (3.3) (5.4) (9.9)
Corporate and other(6.0) (5.0) (18.5) (15.7)
Unusual items  (0.2)   (0.2)
Income before income taxes$43.5  $87.6  $154.7  $153.6 

The Company evaluates its operating segments based on several factors, of which the primary financial measure is segment performance. Segment performance represents net sales less applicable costs, expenses and provisions for unusual items relating to the segment. Excluded from segment performance are: corporate income and expenses, interest expense, interest income, income taxes, legacy income or expenses, and unusual items not related to the segment. The Company believes that segment performance provides information useful to investors in understanding its underlying operational performance. In addition, the Company provides the Non-GAAP financial measure of its operational performance called segment performance before environmental remediation provision adjustments, retirement benefits, and segment unusual items. The Company believes the exclusion of the items listed above permits an evaluation and a comparison of results for ongoing business operations, and it is on this basis that management internally assesses operational performance.

Aerojet Rocketdyne Holdings, Inc.   
Unaudited Condensed Consolidated Balance Sheet   
 September 30,
 2019
 December 31,
2018
 (In millions)
ASSETS
Current Assets   
Cash and cash equivalents$797.0  $735.3 
Restricted cash5.1  5.0 
Accounts receivable, net171.0  141.2 
Contract assets237.1  235.1 
Other current assets, net140.8  117.7 
Total Current Assets1,351.0  1,234.3 
Noncurrent Assets   
Right-of-use assets49.8   
Property, plant and equipment, net383.5  399.7 
Recoverable environmental remediation costs240.6  251.1 
Deferred income taxes129.4  116.9 
Goodwill161.4  161.3 
Intangible assets61.6  71.8 
Other noncurrent assets, net273.4  255.0 
Total Noncurrent Assets1,299.7  1,255.8 
Total Assets$2,650.7  $2,490.1 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities   
Current portion of long-term debt$280.4  $273.1 
Accounts payable100.3  88.7 
Reserves for environmental remediation costs42.4  39.8 
Contract liabilities268.1  272.6 
Other current liabilities184.4  204.1 
Total Current Liabilities875.6  878.3 
Noncurrent Liabilities   
Long-term debt359.2  352.3 
Reserves for environmental remediation costs275.8  288.1 
Pension benefits367.0  376.7 
Operating lease liabilities41.7   
Other noncurrent liabilities164.7  173.4 
Total Noncurrent Liabilities1,208.4  1,190.5 
Total Liabilities2,084.0  2,068.8 
Commitments and contingencies   
Stockholders’ Equity   
Common stock7.7  7.7 
Other capital570.6  561.8 
Treasury stock at cost(12.7) (12.7)
Retained earnings219.6  103.9 
Accumulated other comprehensive loss, net of income taxes(218.5) (239.4)
Total Stockholders’ Equity566.7  421.3 
Total Liabilities and Stockholders’ Equity$2,650.7  $2,490.1 


Aerojet Rocketdyne Holdings, Inc.   
Unaudited Condensed Consolidated Statements of Cash Flows   
 Nine months ended September 30,
 2019 2018
 (In millions)
Operating Activities   
Net income$115.7  $113.8 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization53.4  53.5 
Amortization of debt discount and deferred financing costs7.0  6.6 
Stock-based compensation24.5  12.9 
Retirement benefits, net16.2  10.4 
Other, net0.3  (1.9)
Changes in assets and liabilities, net of effects from acquisition in 2019:   
Accounts receivable, net(29.7) (95.1)
Contract assets(2.0) 49.7 
Other current assets, net(22.8) 13.1 
Recoverable environmental remediation costs10.5  (26.7)
Other noncurrent assets, net(21.5) 0.6 
Accounts payable7.8  (36.6)
Contract liabilities(4.5) (47.5)
Other current liabilities(45.1) 20.4 
Deferred income taxes(19.3) 24.7 
Reserves for environmental remediation costs(9.7) (6.0)
Other noncurrent liabilities and other15.6  5.1 
Net Cash Provided by Operating Activities96.4  97.0 
Investing Activities   
Purchases of marketable securities  (47.7)
Sales of marketable securities  65.1 
Insurance proceeds  1.9 
Capital expenditures(16.3) (20.9)
Net Cash Used in Investing Activities(16.3) (1.6)
Financing Activities   
Debt issuance costs  (3.3)
Debt repayments(15.9) (20.5)
Repurchase of shares for withholding taxes and option costs under equity plans(7.5) (2.6)
Proceeds from shares issued under equity plans5.1  4.6 
Net Cash Used in Financing Activities(18.3) (21.8)
Net Increase in Cash, Cash Equivalents and Restricted Cash61.8  73.6 
Cash, Cash Equivalents and Restricted Cash at Beginning of Year740.3  535.0 
Cash, Cash Equivalents and Restricted Cash at End of Year$802.1  $608.6 

Use of Unaudited Non-GAAP Financial Measures

In addition to segment performance (discussed above), the Company provides the Non-GAAP financial measures of its performance called Adjusted EBITDAP, Adjusted Net Income, and Adjusted EPS. The Company uses these metrics to measure its operating and total Company performance. The Company believes that for management and investors to effectively compare core performance from period to period, the metrics should exclude items that are not indicative of, or are unrelated to, results from the ongoing business operations such as retirement benefits (pension and postretirement benefits), significant non-cash expenses, the impacts of financing decisions on earnings, and items incurred outside the ordinary, ongoing and customary course of business. Accordingly, the Company defines Adjusted EBITDAP as GAAP net income adjusted to exclude interest expense, interest income, income taxes, depreciation and amortization, retirement benefits net of amounts that are recoverable under the Company's U.S. government contracts, and unusual items which the Company does not believe are reflective of such ordinary, ongoing and customary activities. Adjusted Net Income and Adjusted EPS exclude retirement benefits net of amounts that are recoverable under its U.S. government contracts and unusual items which the Company does not believe are reflective of such ordinary, ongoing and customary activities. Adjusted Net Income and Adjusted EPS do not represent, and should not be considered an alternative to, net income or diluted EPS as determined in accordance with GAAP.

 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
 (In millions, except per share and percentage amounts)
Net income$32.9  $65.0  $115.7  $113.8 
Interest expense9.0  9.1  27.2  25.5 
Interest income(3.9) (2.8) (11.9) (6.4)
Income tax provision10.6  22.6  39.0  39.8 
Depreciation and amortization18.4  18.1  53.4  53.5 
GAAP retirement benefits expense6.5  14.4  19.5  43.2 
CAS recoverable retirement benefits expense(11.3) (8.5) (31.6) (28.5)
Unusual items  0.2  0.3  0.2 
Adjusted EBITDAP$62.2  $118.1  $211.6  $241.1 
Net income as a percentage of net sales6.8% 13.0% 7.9% 7.8%
Adjusted EBITDAP as a percentage of net sales12.9% 23.7% 14.5% 16.5%
        
Net income$32.9  $65.0  $115.7  $113.8 
GAAP retirement benefits expense6.5  14.4  19.5  43.2 
CAS recoverable retirement benefits expense(11.3) (8.5) (31.6) (28.5)
Unusual items  0.2  0.3  0.2 
Income tax impact of adjustments (1)1.3  (1.7) 3.2  (4.1)
Adjusted Net Income$29.4  $69.4  $107.1  $124.6 
        
Diluted EPS$0.39  $0.82  $1.39  $1.47 
Adjustments(0.04) 0.06  (0.10) 0.14 
Adjusted EPS$0.35  $0.88  $1.29  $1.61 
        
Diluted weighted average shares, as reported and adjusted82.8  77.3  81.5  75.9 

_________

(1)   The income tax impact is calculated using the federal and state statutory rates in the corresponding period.

The Company also provides the Non-GAAP financial measure of Free Cash Flow. Free Cash Flow is defined as cash flow from operating activities less capital expenditures. Free Cash Flow should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flows from operations presented in accordance with GAAP. The Company uses Free Cash Flow, both in presenting its results to stakeholders and the investment community, and in the Company’s internal evaluation and management of the business. Management believes that this financial measure is useful because it provides supplemental information to assist investors in viewing the business using the same tools that management uses to evaluate progress in achieving the Company’s goals (including under the annual cash and long-term compensation incentive plans). The following table summarizes Free Cash Flow:

 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
 (In millions)
Net cash provided by operating activities$65.2  $72.5  $96.4  $97.0 
Capital expenditures(9.4) (8.7) (16.3) (20.9)
Free Cash Flow (1)$55.8  $63.8  $80.1  $76.1 

 _________

(1)  Free Cash Flow, a Non-GAAP financial measure, is defined as cash flow from operating activities less capital expenditures.

Because the Company's method for calculating these Non-GAAP measures may differ from other companies’ methods, the Non-GAAP measures presented above may not be comparable to similarly titled measures reported by other companies. These measures are not recognized in accordance with GAAP, and the Company does not intend for this information to be considered in isolation or as a substitute for GAAP measures.