SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended June 30, 2002 | ||
| OR | ||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number 1-14287
USEC Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2107911 | |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) | |
| 2 Democracy Center | ||
| 6903 Rockledge Drive, Bethesda, MD | 20817 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 564-3200
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
| Common Stock, par value $.10 per share | New York Stock Exchange | |
| Preferred Stock Purchase Rights | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
As of August 31, 2002, there were 81,513,000 shares of Common Stock, par value $.10 per share, issued and outstanding. As of August 31, 2002, the market value of the Common Stock held by non-affiliates of the registrant calculated by reference to the closing price of the registrant’s Common Stock as reported on the New York Stock Exchange was $615.4 million.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Notice of Annual Meeting of Shareholders and Proxy Statement to be filed pursuant to Regulation 14A are incorporated by reference into Part III.
EXPLANATORY NOTE
USEC Inc. hereby amends the electronic filing (EDGAR) version of its Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed on September 20, 2002, to correct an error resulting from the EDGAR conversion process under the caption Short-Term Debt in Item 6, Selected Financial Data – Balance Sheet on page 23.
The electronic filing had reported short-term debt of $50 million at June 30, 2001; there was no short-term debt at June 30, 2001. The filing had reported no short-term debt at June 30, 1999; short-term debt was $50.0 million at June 30, 1999.
Item 6. Selected Financial Data
Selected financial data should be read in conjunction with the Consolidated Financial Statements and related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations. Selected financial data as of and for each of the fiscal years in the five-year period ended June 30, 2002, have been derived from the Consolidated Financial Statements which have been audited by independent public accountants. Consolidated Financial Statements for fiscal 2002 were audited by PricewaterhouseCoopers LLP, and Consolidated Financial Statements for fiscal years 2001, 2000, 1999 and 1998 were audited by Arthur Andersen LLP.
| Fiscal Years Ended June 30, | ||||||||||||||||||||||
| 2002 | 2001 | 2000 | 1999 | 1998 | ||||||||||||||||||
| (millions, except per share data) | ||||||||||||||||||||||
| Predecessor (1) | ||||||||||||||||||||||
Statement of Income Data |
||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||
Separative work units |
$ | 1,309.3 | $ | 1,057.3 | $ | 1,387.8 | $ | 1,475.0 | $ | 1,380.4 | ||||||||||||
Uranium |
116.9 | 86.6 | 101.6 | 53.6 | 40.8 | |||||||||||||||||
Total revenue |
1,426.2 | 1,143.9 | 1,489.4 | 1,528.6 | 1,421.2 | |||||||||||||||||
Cost of sales |
1,321.2 | 991.7 | 1,236.3 | 1,182.0 | 1,062.1 | |||||||||||||||||
Uranium inventory valuation adjustment |
— | — | 19.5 | — | — | |||||||||||||||||
Gross profit |
105.0 | 152.2 | 233.6 | 346.6 | 359.1 | |||||||||||||||||
Special charges (credit): |
||||||||||||||||||||||
Consolidating plant operations |
(6.7 | )(2) | — | 141.5 | (2) | — | — | |||||||||||||||
Suspension of development of
AVLIS technology |
— | — | (1.2 | ) | 34.7 | (3) | — | |||||||||||||||
Workforce reductions |
— | — | — | — | 32.8 | |||||||||||||||||
Privatization costs |
— | — | — | — | 13.8 | |||||||||||||||||
Advanced technology development costs |
12.6 | 11.4 | 11.4 | 106.4 | 136.7 | |||||||||||||||||
Selling, general and administrative |
50.7 | 48.8 | 48.9 | 40.3 | 34.7 | |||||||||||||||||
Operating income |
48.4 | 92.0 | 33.0 | 165.2 | 141.1 | |||||||||||||||||
Interest expense |
36.3 | 35.2 | 38.1 | 32.5 | — | |||||||||||||||||
Other (income) expense, net |
(10.4 | ) | (8.1 | ) | (10.5 | ) | (16.8 | ) | (5.2 | ) | ||||||||||||
Income before income taxes |
22.5 | 64.9 | 5.4 | 149.5 | 146.3 | |||||||||||||||||
Provision (credit) for income taxes |
6.3 | (13.5 | )(4) | (3.5 | ) | (2.9 | )(4) | — | ||||||||||||||
Net income |
$ | 16.2 | $ | 78.4 | $ | 8.9 | $ | 152.4 | $ | 146.3 | ||||||||||||
Net income per share-basic and diluted |
$ | .20 | $ | .97 | $ | .10 | $ | 1.52 | ||||||||||||||
Dividends per share |
$ | .55 | $ | .55 | $ | .825 | $ | .825 | ||||||||||||||
Average number of shares outstanding |
81.1 | 80.7 | 90.7 | 99.9 | ||||||||||||||||||
| As of June 30, | |||||||||||||||||||||||
| 2002 | 2001 | 2000 | 1999 | 1998 | |||||||||||||||||||
| (millions) | |||||||||||||||||||||||
| Predecessor (1) | |||||||||||||||||||||||
Balance Sheet Data |
|||||||||||||||||||||||
Cash and cash equivalents |
$ | 279.2 | $ | 122.5 | $ | 73.0 | $ | 86.6 | $ | 1,177.8 | (5) | ||||||||||||
Inventories: |
|||||||||||||||||||||||
Current assets: |
|||||||||||||||||||||||
Separative work units |
708.1 | 918.3 | 596.0 | 648.8 | 687.0 | ||||||||||||||||||
Uranium (6) |
154.0 | 178.6 | 209.8 | 160.1 | 184.5 | ||||||||||||||||||
Materials and supplies |
21.8 | 19.0 | 19.3 | 22.8 | 24.8 | ||||||||||||||||||
Long-term assets |
415.5 | 420.2 | 436.4 | 574.4 | 561.0 | ||||||||||||||||||
Inventories, net |
$ | 1,299.4 | $ | 1,536.1 | $ | 1,261.5 | $ | 1,406.1 | $ | 1,457.3 | |||||||||||||
Total assets |
$ | 2,168.0 | $ | 2,207.5 | $ | 2,084.4 | $ | 2,360.2 | $ | 3,471.3 | |||||||||||||
Short-term debt |
— | — | 50.0 | 50.0 | — | ||||||||||||||||||
Long-term debt |
500.0 | 500.0 | 500.0 | 500.0 | — | ||||||||||||||||||
Other liabilities |
263.2 | 307.6 | 281.1 | 195.0 | 503.3 | (7) | |||||||||||||||||
Stockholders’ equity |
949.3 | 972.8 | 947.3 | 1,135.4 | 2,420.5 | (5) | |||||||||||||||||
Number of shares outstanding |
81.3 | 80.6 | 82.5 | 99.2 | |||||||||||||||||||
| (1) | Selected financial data for fiscal 1998 have been derived from the financial statements of United States Enrichment Corporation (“Predecessor”), a U.S. Government-owned corporation. In fiscal 1998, there was no short or long-term debt, interest expense, provision for income taxes, net income per share, or dividends per share for the Predecessor. | |
| (2) | The special credit of $6.7 million ($4.2 million or $.05 per share after tax) in fiscal 2002 represents a change in estimate of costs for consolidating plant operations. | |
| The plan to consolidate plant operations and cease uranium enrichment operations at the Portsmouth plant resulted in special charges of $141.5 million ($88.7 million or $.97 per share after tax) in fiscal 2000, including asset impairments of $62.8 million, severance benefits of $45.2 million, and lease turnover and other exit costs of $33.5 million. | ||
| (3) | The suspension of development of the AVLIS enrichment technology resulted in special charges of $34.7 million ($22.7 million or $.23 per share after tax) in fiscal 1999. | |
| (4) | The provision for income taxes includes a special income tax credit of $37.3 million (or $.46 per share) in fiscal 2001 and $54.5 million (or $.54 per share) in fiscal 1999 for deferred income tax benefits that arose from the transition to taxable status. The special charge in fiscal 2001 represents a change in estimate resulting from a reassessment of certain deductions for which related income tax savings were not certain. | |
| (5) | An exit dividend of $1,709.4 million was paid to the U.S. Government at the time of the initial public offering in July 1998. | |
| (6) | Excludes uranium provided by and owed to customers. | |
| (7) | Other liabilities include accrued liabilities for the disposition of depleted uranium. Pursuant to the USEC Privatization Act, depleted uranium generated by USEC at the time of the initial public offering in July 1998 was transferred to DOE, and the accrued liability of $373.8 million for the disposition of depleted uranium was transferred to stockholders’ equity in fiscal 1999. |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
| USEC Inc. | ||
| September 26, 2002 | /s/ Henry Z Shelton, Jr.
|
|
| Henry Z Shelton, Jr. | ||
| Senior Vice President and | ||
| Chief Financial Officer |