BFGoodrich to Sell Performance Materials Business
CHARLOTTE, N.C., Nov. 29 - The BFGoodrich Company (NYSE:GR) announced today that it has signed a definitive agreement to sell its Performance Materials business for approximately $1.4 billion to an investor group led by AEA Investors Inc., and including an affiliate of DLJ Merchant Banking Partners and DB Capital Partners, Inc. This amount consists of $1.2 billion in cash and $200 million in debt securities issued by the new company, and will net $1.2 billion after anticipated tax payments. The company's Board of Directors has approved the transaction and closing is expected in the first quarter of 2001. Morgan Stanley Dean Witter assisted BFGoodrich with the sale of the business.
In commenting on today's announcement, David L. Burner, BFGoodrich's Chairman and CEO, said, "We are pleased to announce the agreement to sell Performance Materials and look forward to completing the transaction. As this process moves forward, we will announce our plans for use of the proceeds. As indicated previously, possibilities include debt repayment, additional share repurchases and acquisitions which increase shareholder value, such as the company's recently announced purchase of Raytheon's optical systems unit." Burner added, "The divestiture of Performance Materials will complete BFGoodrich's transformation into an aerospace and industrial products company, position the company to continue to create shareholder value, and enable us to leverage competencies and processes across these two complementary businesses."
BFGoodrich will treat the Performance Materials segment as a discontinued operation when the company reports its fourth quarter and full-year results for 2000. Under this treatment, the company anticipates reporting 2000 revenues of $4.4 billion, and full-year earnings per share from continuing operations of around $2.91, excluding special items. This EPS estimate reflects a six percent increase over the restated 1999 earnings per share of $2.75, excluding special items. The company's previous estimate of $5.6 billion in revenues in 2000 and around $3.30 in earnings per share, excluding special items, included Performance Materials. Restated year-to- date and previous year results are included as an attachment to this release.
The $200 million in debt securities issued by the new company will be in the form of unsecured notes with interest payable in cash or payment in kind, at the option of the investor group. The loan period will be 10.5 years.
The BFGoodrich Company (NYSE:GR) has its headquarters in Charlotte, North Carolina. Excluding Performance Materials, the company employs 24,000 people worldwide and had revenues of $4.3 billion in 1999. BFGoodrich's business segments include Aerospace, which accounts for 84% of its revenues, and Engineered Industrial Products. BFGoodrich is one of the world's leading suppliers of components, systems, and services to the aerospace industry and ranks number six among Fortune's "Most Admired" aerospace companies. In Engineered Industrial Products, the company is a leading supplier of sealing and compressor systems. For more information, please visit our website at http://www.bfgoodrich.com .
AEA Investors Inc. is one of the most experienced international private equity investment firms with investors that include former and current CEOs of major multinational corporations, family groups, endowment funds and institutions from around the world. AEA targets traditional management buyouts as well as growth equity investments. With offices in New York and London, AEA focuses on investments in several business areas, which include specialty chemicals, communications, media and information, consumer and industrial products, and precision instruments and life sciences.
DLJ Merchant Banking Partners is part of the CSFB Private Equity Group. CSFB Private Equity, the global equity arm of Credit Suisse Group, is one of the largest managers of alternative assets in the world, with over $30 billion in funds under management. CSFB Private Equity is comprised of investment funds that focus on domestic and international leveraged buyouts and other private equity investments, mezzanine investments, real estate investments, venture capital investments, investments in distressed debt securities and investments in other funds. CSFB Private Equity maintains offices in New York, London, Buenos Aires, Hong Kong, Los Angeles, Moscow and Sao Paulo.
DB Capital Partners is a merchant banking affiliate of Deutsche Bank AG. With operations in North America, Europe, Asia and Latin America, DB Capital Partners and its affiliates draw on the substantial global resources of its parent company and its affiliates including Deutsche Bank Securities Inc., and DB Alex, Brown LLC. DB Capital Partners invests over $1.0 billion annually in all manner of financial transactions including growth financings, recapitalizations, and leveraged buyouts, with a particular emphasis on industry sectors where DB Capital Partners or its affiliates have significant expertise.
(Part of this announcement contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those projected in the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed with the Securities and Exchange Commission, including but not limited to the last section of the Management's Discussion and Analysis entitled "Forward-Looking Information is Subject to Risk and Uncertainty" contained in the company's Annual Report on Form 10-K, and in other filings.)
THE BFGOODRICH COMPANY
Three Months Ended
September 30, 2000
(Dollars in millions except per share amounts)
As Originally Performance As Reported
Reported(A) Materials Restated (B)
Sales $ 1,378.2 $ 284.8 $ 1,093.4
Income from Continuing
Operations before Income
Taxes and Trust
Distributions 133.1 12.6 120.5
Income Tax Expense (48.6) (5.6) (43.0)
Distributions on Trust
Preferred Securities (4.6) -- (4.6)
Income from Continuing
Operations 79.9 7.0 72.9
Income from Discontinued
Operations -- -- 7.0
Net Income $ 79.9 $ 7.0 $ 79.9
Income Per Share:
Basic
Continuing Operations $ 0.79 $ 0.07 $ 0.72
Discontinued Operations -- -- 0.07
Net Income $ 0.79 $ 0.07 $ 0.79
Diluted
Continuing Operations $ 0.77 $ 0.07 $ 0.70
Discontinued Operations -- -- 0.07
Net Income $ 0.77 $ 0.07 $ 0.77
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 101.6 101.6 101.6
Diluted 106.3 106.3 106.3
THE BFGOODRICH COMPANY
Three Months Ended
September 30, 2000
(Dollars in millions except per share amounts)
As Originally Performance As Adjusted
Adjusted(A,C) Materials Restated(B,D)
Sales $ 1,378.2 $ 284.8 $ 1,093.4
Income from Continuing
Operations before Income
Taxes and Trust
Distributions 141.4 12.6 128.8
Income Tax Expense (51.6) (5.6) (46.0)
Distributions on Trust
Preferred Securities (4.6) -- (4.6)
Income from Continuing
Operations 85.2 7.0 78.2
Income from Discontinued
Operations -- -- --
Net Income $ 85.2 $ 7.0 $ 78.2
Income Per Share:
Basic
Continuing Operations $ 0.84 $ 0.07 $ 0.77
Discontinued Operations -- -- --
Net Income $ 0.84 $ 0.07 $ 0.77
Diluted
Continuing Operations $ 0.82 $ 0.07 $ 0.75
Discontinued Operations -- -- --
Net Income $ 0.82 $ 0.07 $ 0.75
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 101.6 101.6 101.6
Diluted 106.3 106.3 106.3
Footnotes For The Three Months Ended September 30, 2000
(A) As reported in the Company's third quarter 2000 earnings release.
(B) The Company's planned divestiture of its Performance Materials
Segment represents the disposal of a segment of a business under APB
Opinion No. 30. Accordingly, the Company's historical results of
operations have been restated to reflect the Company's Performance
Materials Segment as a discontinued operation.
(C) Results exclude the effect of a $8.3 million charge ($5.3 million
after-tax), or $0.05 a diluted share for merger-related and
consolidation costs.
(D) Results exclude the effect of a $8.3 million charge ($5.3 million
after-tax), or $0.05 a diluted share for merger-related and
consolidation costs. Results also exclude the after-tax effect of
income from discontinued operations ($7.0 million, or $0.07 a diluted
share).
THE BFGOODRICH COMPANY
Nine Months Ended
September 30, 2000
(Dollars in millions except per share amounts)
As Originally Performance As Reported
Reported(A) Materials Restated(B)
Sales $ 4,137.3 $ 890.9 $ 3,246.4
Income from Continuing
Operations before Income
Taxes and Trust
Distributions 411.8 57.1 354.7
Income Tax Expense (150.3) (24.4) (125.9)
Distributions on Trust
Preferred Securities (13.8) -- (13.8)
Income from Continuing
Operations 247.7 32.7 215.0
Income from Discontinued
Operations -- -- 32.7
Net Income $ 247.7 $ 32.7 $ 247.7
Income Per Share:
Basic
Continuing Operations $ 2.34 $ 0.31 $ 2.04
Discontinued Operations -- -- 0.31
Net Income $ 2.34 $ 0.31 $ 2.35
Diluted
Continuing Operations $ 2.30 $ 0.30 $ 2.00
Discontinued Operations -- -- 0.30
Net Income $ 2.30 $ 0.30 $ 2.30
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 105.7 105.7 105.7
Diluted 109.9 109.9 109.9
THE BFGOODRICH COMPANY
Nine Months Ended
September 30, 2000
(Dollars in millions except per share amounts)
As Originally Performance As Adjusted
Adjusted (A,C) Materials(D) Restated(B,E)
Sales $ 4,137.3 $ 890.9 $ 3,246.4
Income from Continuing
Operations before Income
Taxes and Trust
Distributions 440.7 56.9 383.8
Income Tax Expense (160.9) (24.3) (136.6)
Distributions on Trust
Preferred Securities (13.8) -- (13.8)
Income from Continuing
Operations 266.0 32.6 233.4
Income from Discontinued
Operations -- -- --
Net Income $ 266.0 $ 32.6 $ 233.4
Income Per Share:
Basic
Continuing Operations $ 2.52 $ 0.31 $ 2.21
Discontinued Operations -- -- --
Net Income $ 2.52 $ 0.31 $ 2.21
Diluted
Continuing Operations $ 2.46 $ 0.29 $ 2.17
Discontinued Operations -- -- --
Net Income $ 2.46 $ 0.29 $ 2.17
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 105.7 105.7 105.7
Diluted 109.9 109.9 109.9
Footnotes For The Nine Months Ended September 30, 2000
(A) As reported in the Company's third quarter 2000 earnings release.
(B) The Company's planned divestiture of its Performance Materials Segment
represents the disposal of a segment of a business under APB Opinion
No. 30. Accordingly, the Company's historical results of operations
have been restated to reflect the Company's Performance Materials
Segment as a discontinued operation.
(C) Results exclude the effect of a $28.9 million charge ($18.3 million
after-tax), or $0.16 a diluted share, related to merger-related and
consolidated costs.
(D) Results exclude the effect of a $0.5 million charge and a $0.7 million
reserve reversal ($0.1 million net after-tax) related to merger-
related and consolidation costs.
(E) Results exclude the effect of a $29.1 million charge ($18.4 million
after-tax), or $0.17 a diluted share for merger-related and
consolidation costs. Results also exclude the after-tax effect of
income from discontinued operations ($32.7 million, or $0.30 a diluted
share).
THE BFGOODRICH COMPANY
Three Months Ended
September 30
(Dollars in millions except per share amounts)
2000 As 2000 As 1999 As 1999 As
Restated(A) Adjusted(B) Restated(A) Adjusted(C)
Sales $1,093.4 $1,093.4 $1,025.8 $1,025.8
Income (Loss) from
Continuing Operations
before Income Taxes
and Trust
Distributions 120.5 128.8 (78.0) 114.6
Income Tax (Expense)
Benefit (43.0) (46.0) 3.0 (41.9)
Distributions on Trust
Preferred Securities (4.6) (4.6) (4.6) (4.6)
Income from Continuing
Operations $ 72.9 $ 78.2 $ (79.6) $ 68.1
Income from Discontinued
Operations 7.0 -- 8.7 --
Net Income (Loss) $ 79.9 $ 78.2 $ (70.9) $ 68.1
Income (Loss) Per Share:
Basic
Continuing
Operations $ 0.72 $ 0.77 $ (0.72) $ 0.62
Discontinued
Operations 0.07 -- 0.08 --
Net Income (Loss) $ 0.79 $ 0.77 $ (0.64) $ 0.62
Diluted
Continuing
Operations $ 0.70 $ 0.75 $ (0.72) $ 0.61
Discontinued
Operations 0.07 -- 0.08 --
Net Income (Loss) $ 0.77 $ 0.75 $ (0.64) $ 0.61
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 101.6 101.6 110.1 110.1
Diluted 106.3 106.3 110.1 113.9
(A) The Company's planned divestiture of its Performance Materials
Segment represents the disposal of a segment of a business under APB
Opinion No. 30. Accordingly, the Company's historical results of
operations have been restated to reflect the Company's Performance
Materials Segment as a discontinued operation.
(B) Results exclude the effect of a $8.3 million charge ($5.3 million
after-tax), or $0.05 a diluted share for merger-related and
consolidation costs. Results also exclude the after-tax effect of
income from discontinued operations ($7.0 million, or $0.07 a diluted
share).
(C) Results exclude the effect of a $192.6 million charge ($147.7 million
after-tax), or $1.30 a diluted share, primarily related to merger-
related activities and consolidated costs. Results also exclude the
after-tax impact of income from discontinued operations
($8.7 million, or $0.08 a diluted share). Weighted average diluted
shares as adjusted include 0.9 million incremental shares for assumed
exercises of stock options, performance shares and restricted shares
and 2.9 million potential common shares for assumed conversions of
convertible preferred securities that were anti-dilutive on an as
restated basis.
THE BFGOODRICH COMPANY
Nine Months Ended
September 30
(Dollars in millions except per share amounts)
2000 As 2000 As 1999 As 1999 As
Restated(A) Adjusted(B) Restated(A) Adjusted(C)
Sales $ 3,246.4 $ 3,246.4 $ 3,290.0 $ 3,290.0
Income from Continuing
Operations before Income
Taxes and Trust
Distributions 354.7 383.8 187.7 384.3
Income Tax Expense (125.9) (136.6) (91.3) (137.9)
Distributions on Trust
Preferred Securities (13.8) (13.8) (13.8) (13.8)
Income from Continuing
Operations 215.0 233.4 82.6 232.6
Income from Discontinued
Operations 32.7 -- 20.7 --
Net Income $ 247.7 $ 233.4 $ 103.3 $ 232.6
Income Per Share:
Basic
Continuing
Operations $ 2.04 $ 2.21 $ 0.75 $ 2.12
Discontinued
Operations 0.31 -- 0.19 --
Net Income $ 2.35 $ 2.21 $ 0.94 $ 2.12
Diluted
Continuing
Operations $ 2.00 $ 2.17 $ 0.75 $ 2.09
Discontinued
Operations 0.30 -- 0.18 --
Net Income $ 2.30 $ 2.17 $ 0.93 $ 2.09
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 105.7 105.7 109.9 109.9
Diluted 109.9 109.9 110.8 113.7
(A) The Company's planned divestiture of its Performance Materials Segment
represents the disposal of a segment of a business under APB Opinion
No. 30. Accordingly, the Company's historical results of operations
have been restated to reflect the Company's Performance Materials
Segment as a discontinued operation.
(B) Results exclude the effect of a $29.1 million charge ($18.4 million
after-tax), or $0.17 a diluted share for merger-related and
consolidation costs. Results also exclude the after-tax effect of
income from discontinued operations ($32.7 million, or $0.30 a diluted
share).
(C) Results exclude the effect of a $196.6 million charge ($150.0 million
after-tax), or $1.32 a diluted share, primarily related to merger-
related and consolidated costs. Results also exclude the after-tax
effect of income from discontinued operations ($20.7 million, or $0.18
a diluted share). Weighted average diluted shares as adjusted include
2.9 million potential common shares for assumed conversions of
convertible preferred securities that were anti-dilutive on an as
restated basis.
THE BFGOODRICH COMPANY
RESTATED GROUP RESULTS
2000
(Dollars in millions)
Q1 Q2 Q3
Revenue
Aerospace:
Aerostructures and
Aviation Services Group $ 357.6 $ 348.4 $ 375.4
Landing Systems Group 260.1 259.0 265.9
Engine and Safety Systems 147.8 153.5 152.3
Electronic Systems Group 127.5 139.3 132.4
893.0 900.2 926.0
Engineered Industrial
Products 177.6 182.2 167.4
Segment Revenue $1,070.6 $1,082.4 $1,093.4
Operating Income
Aerospace:
Aerostructures and
Aviation Services Group $ 48.9 $ 49.0 $ 57.3
Landing Systems Group 37.3 35.1 35.7
Engine and Safety Systems 27.3 30.2 28.0
Electronic Systems Group 25.2 27.6 33.1
138.7 141.9 154.1
Engineered Industrial
Products 33.6 32.6 29.0
Segment Operating Income $ 172.3 $ 174.5 $ 183.1
Corporate General and
Administrative Costs (18.7) (17.6) (18.1)
Merger-related and
Consolidation Costs (5.4) (15.4) (8.3)
Total Operating Income $ 148.2 $ 141.5 $ 156.7
THE BFGOODRICH COMPANY
RESTATED GROUP RESULTS
2000
(Dollars in millions)
1Q YTD 2Q YTD 3Q YTD
Revenue
Aerospace:
Aerostructures and
Aviation Services Group $ 357.6 $ 706.0 $ 1,081.4
Landing Systems Group 260.1 519.1 785.0
Engine and Safety Systems 147.8 301.3 453.6
Electronic Systems Group 127.5 266.8 399.2
893.0 1,793.2 2,719.2
Engineered Industrial
Products 177.6 359.8 527.2
Segment Revenue $1,070.6 $2,153.0 $3,246.4
Operating Income
Aerospace:
Aerostructures and
Aviation Services Group $ 48.9 $ 97.9 $ 155.2
Landing Systems Group 37.3 72.4 108.1
Engine and Safety Systems 27.3 57.5 85.5
Electronic Systems Group 25.2 52.8 85.9
138.7 280.6 434.7
Engineered Industrial
Products 33.6 66.2 95.2
Segment Operating Income $ 172.3 $ 346.8 $ 529.9
Corporate General and
Administrative Costs (18.7) (36.3) (54.4)
Merger-related and
Consolidation Costs (5.4) (20.8) (29.1)
Total Operating Income $ 148.2 $ 289.7 $ 446.4
THE BFGOODRICH COMPANY
RESTATED GROUP RESULTS
1999
(Dollars in millions)
Q1 Q2 Q3 Q4
Revenue
Aerospace:
Aerostructures and
Aviation Services
Group $ 387.5 $ 421.2 $ 332.4 $ 335.8
Landing Systems Group 262.5 279.9 261.5 256.7
Engine and Safety
Systems 143.5 137.8 136.4 147.9
Electronic Systems
Group 132.7 127.0 124.9 129.7
926.2 965.9 855.2 870.1
Engineered Industrial
Products 185.6 186.5 170.6 159.7
Segment Revenue $ 1,111.8 $ 1,152.4 $ 1,025.8 $ 1,029.8
Operating Income
Aerospace:
Aerostructures and
Aviation Services
Group $ 56.5 $ 55.4 $ 44.8 $ 60.1
Landing Systems Group 36.8 42.5 36.5 31.3
Engine and Safety
Systems 24.7 25.2 24.5 24.8
Electronic Systems
Group 24.5 21.8 25.1 24.2
142.5 144.9 130.9 140.4
Engineered Industrial
Products 34.2 37.0 28.1 18.9
Segment Operating
Income $ 176.7 $ 181.9 $ 159.0 $ 159.3
Corporate General and
Administrative Costs (19.5) (18.8) (17.4) (18.6)
Merger-related and
Consolidation Costs -- (10.1) (195.0) (27.0)
Total Operating Income
(Loss) $ 157.2 $ 153.0 $ (53.4) $ 113.7
THE BFGOODRICH COMPANY
RESTATED GROUP RESULTS
1999
(Dollars in millions)
1Q YTD 2Q YTD 3Q YTD 4Q YTD
Revenue
Aerospace:
Aerostructures and
Aviation Services
Group $ 387.5 $ 808.7 $ 1,141.1 $ 1,476.9
Landing Systems Group 262.5 542.4 803.9 1,060.6
Engine and Safety
Systems 143.5 281.3 417.7 565.6
Electronic Systems
Group 132.7 259.7 384.6 514.3
926.2 1,892.1 2,747.3 3,617.4
Engineered Industrial
Products 185.6 372.1 542.7 702.4
Segment Revenue $ 1,111.8 $2,264.2 $ 3,290.0 $ 4,319.8
Operating Income
Aerospace:
Aerostructures and
Aviation Services
Group $ 56.5 $ 111.9 $ 156.7 $ 216.8
Landing Systems Group 36.8 79.3 115.8 147.1
Engine and Safety
Systems 24.7 49.9 74.4 99.2
Electronic Systems
Group 24.5 46.3 71.4 95.6
142.5 287.4 418.3 558.7
Engineered Industrial
Products 34.2 71.2 99.3 118.2
Segment Operating
Income $ 176.7 $ 358.6 $ 517.6 $ 676.9
Corporate General and
Administrative Costs (19.5) (38.3) (55.7) (74.3)
Merger-related and
Consolidation Costs -- (10.1) (205.1) (232.1)
Total Operating
Income $ 157.2 $ 310.2 $ 256.8 $ 370.5
BFGoodrich Consolidated Statements of Income
For the years ended 1999, 1998, and 1997
(Dollars in millions, except per share amounts)
1999 As 1998 As 1997 As
Restated Restated Restated
Sales $ 4,319.8 $ 4,259.2 $ 3,783.2
Operating costs and expenses:
Cost of sales 3,097.2 3,100.2 2,788.9
Charge for MD-90 contract -- -- 35.2
Selling and administrative
costs 620.0 599.1 566.6
Merger-related and
consolidation costs 232.1 10.5 77.0
3,949.3 3,709.8 3,467.7
Operating Income 370.5 549.4 315.5
Interest expense (90.7) (86.2) (94.4)
Interest income 4.1 5.5 11.5
Gain on issuance of subsidiary
stock -- -- 13.7
Other income (expense) - net (1.7) 39.2 17.4
Income from continuing operations
before income taxes and trust
distributions 282.2 507.9 263.7
Income tax expense (125.1) (182.1) (108.8)
Distributions on trust preferred
securities (18.4) (16.1) (10.5)
Income from continuing
operations 138.7 309.7 144.4
Income from discontinued
operations - net of taxes 30.9 48.3 134.9
Income before extraordinary
items 169.6 358.0 279.3
Extraordinary item - net of tax -- (4.3) (19.3)
Net Income $ 169.6 $ 353.7 $ 260.0
Basic earnings per share:
Continuing operations $ 1.26 $ 2.81 $ 1.34
Discontinued operations 0.28 0.44 1.25
Extraordinary item -- (0.04) (0.18)
Net income $ 1.54 $ 3.21 $ 2.41
Diluted earnings per share:
Continuing operations $ 1.26 $ 2.76 $ 1.30
Discontinued operations 0.27 0.42 1.20
Extraordinary item -- (0.04) (0.17)
Net income $ 1.53 $ 3.14 $ 2.33
Net income excluding
special items $ 2.75 $ 2.48 $ 1.89
Weighted average number of
common and common
equivalent shares outstanding
- in millions
Basic 110.0 110.2 107.9
Diluted 110.7 113.9 112.1
Diluted excluding special items 113.6 113.9 112.1