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)
July 31, 2001
FMC TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-16489 36-4412642
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 861-6000
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Registrant's telephone number,
including area code
PAGE 2
Item 9. Regulation FD Disclosure
On July 31, 2001, FMC Technologies, Inc. issued the following release:
FMC Technologies Reports Second Quarter 2001 Results
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CHICAGO and HOUSTON, July 31, 200--FMC Technologies, Inc. (NYSE: FTI) today
reported second quarter 2001 net income per share from continuing operations of
$0.22 on a diluted basis, before a one-time item, on sales of $478.1 million.
The one-time item is a $4.2 million tax provision related to the reorganization
of the Company's worldwide entities in anticipation of their separation from FMC
Corporation.
"The second quarter was an extremely important one for FMC Technologies as we
successfully completed our initial public offering (IPO) and continued to
experience strong inbound activity, with a 37 percent increase in orders from
the same period in 2000. The IPO for approximately 17 percent of our common
stock completed a significant step in the separation of FMC Technologies from
FMC Corporation, and the full separation is still on track to be completed by
year-end," said Joseph H. Netherland, President and Chief Executive Officer.
"Although we expect that this will be a trough year, the strong inbound order
activity experienced in the first six months should lead to a positive
performance in the second half of 2001 compared to the same period in 2000."
Review of Operations - Second Quarter
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Energy Systems' (comprising Energy Production Systems and Energy Processing
Systems) sales were $269.8 million, up from $255.5 million in the second quarter
of 2000. Earnings were $13.3 million, down from $20.4 million in the same period
last year.
Higher sales volumes were due to strong fluid control demand while earnings were
down on continued weakness in measurement systems and lower volumes and results
in floating production systems. Energy Systems inbound orders totaled $354.3
million for the quarter, up 63 percent from the prior-year period, primarily on
strong subsea orders. Subsea inbound orders were strong across all geographic
areas, including orders from Enterprise Oil offshore Brazil, Statoil offshore
Norway, TotalFinaElf offshore West Africa, and BP in the Gulf of Mexico. The BP
order for five trees is for its Crazy Horse field offshore Louisiana and is the
first order under the new $250 million, five-year frame agreement between FMC
Technologies and BP.
Energy Systems' total backlog increased approximately 30 percent in the second
quarter 2001, to $634.6 million, compared to $489.9 million for the same period
in 2000. The backlog for floating production systems improved with recent orders
for turret mooring and related systems for a Floating Production, Storage and
Offloading vessel (FPSO) to be used in developing Enterprise Oil's Bijupira and
Salema fields. MODEC International LLC, a joint venture that is 37.5 percent
owned by FMC Technologies, obtained the $290 million order from Enterprise Oil
for this FPSO. Energy Processing Systems' backlog declined on lower inbound
orders.
PAGE 3
FoodTech sales of $132.6 million were down from $172.7 million in the prior-year
second quarter and earnings of $11.3 million also declined from $17.6 million in
the same period. Sales and profits were down for freezing systems and
sterilization systems, due to the slowing U.S. and global economy that has
caused many food processors to postpone capital spending plans. The Company
expects potential orders to remain uncertain until food processors see an upturn
in economic activity.
Airport Systems' sales in the second quarter of $80 million were up from $67.9
million in the prior year period. Earnings of $5.1 million decreased from $5.3
million in the prior year. A weaker U.S. economy, high fuel prices and labor
issues continue to put profit pressure on FMC Technologies' airline and freight
customers. However, order activity has remained fairly steady, and inbound
orders in loaders and ground support equipment orders totaled more than $75
million during the second quarter. Profit pressure on airlines may slow orders
in the second half of the year and in 2002, which may partially offset the
benefit from the initial orders and delivery of loaders for the U.S. Air Force
under the Next Generation Smaller Loader program. Twelve loaders of the 264-unit
program will be delivered prior to year-end. Airport Systems' total backlog
increased 26 percent in the second quarter 2001, to $153.6 million, compared to
$121.7 million for the same period in 2000.
Corporate expenses in the second quarter were $8.3 million, which were even with
the prior year period. Net interest expense was $1.8 million, up from $0.7
million in the second quarter of 2000. The Company anticipates interest expense
to be higher in future quarters given that the initial capitalization was only
partially in effect during the second quarter. The IPO proceeds, net of
expenses, of approximately $200 million were remitted to FMC Corporation.
Depreciation and amortization (D&A) for the second quarter totaled approximately
$16.5 million, which was even with the prior year. Capital expenditures for the
quarter were $14.8 million, approximately level with D&A.
Six Months Results
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For the first six months of 2001, sales were $907.5 million, down from $937.3
million in the first six months of 2000. After-tax income, before restructuring
charges, one-time tax expenses and an accounting change, was $20.6 million, down
from $34.8 million in the prior-year period. Weak margins in Energy Systems and
FoodTech were somewhat offset by higher margins in Airport Systems.
Energy Systems sales of $516.6 million were up slightly from $511.8 million in
the first six months of 2000. Earnings of $22.3 million were down from $31.4
million in the prior-year period, based on continued weak margins in measurement
systems and loading systems, accompanied by margin declines in floating
production systems. FoodTech sales of $241.1 million decreased from $297.5
million in the first six months of 2000. Earnings of $14.8 million also were
down from $28.1 million in the same period a year ago. Lower volumes and margins
in food processing equipment, including sterilization, as well as continued weak
margins in freezing systems, affected the current period's results.
PAGE 4
Airport Systems sales of $154.6 million were up 20 percent from $128.6 million
in the first six months of 2000. Earnings increased in the first half of 2001,
to $11 million, compared to $6.9 million in the comparable period of 2000.
Increased volumes and margins in ground support equipment, particularly loaders,
were partially offset by weakness at Jetway(R) systems.
Corporate expenses for the first six months of 2001 were $16.4 million, down
from $16.8 million in the prior-year period. Net interest expense was $2.9
million, up from $0.6 million in the first half of 2000. D&A for the first half
of 2001 totaled $30.9 million, down from the prior year. Capital expenditures
for the first six months of 2001 were $27.6 million, approximately level with
D&A.
Summary
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As expected, second quarter and six-month 2001 results were below those of 2000
in terms of sales volumes and profitability. Based on inbound orders in the
first half, it is anticipated that results in the second half of 2001 will
exceed last year's.
FMC Technologies noted that it is providing background pro forma earnings
information (attached) as if it had been unaffiliated with FMC Corporation for
the last six quarters. These pro forma results make adjustments to debt levels
and outstanding common shares assuming the initial capitalization of FMC
Technologies was in effect since January 1, 2000. The Company believes that this
pro forma information should provide a basis for comparisons going forward. The
pro forma statements are for the purpose of analysis only and are not meant to
be prepared or presented in accordance with GAAP.
FMC Technologies, Inc. (www.fmctechnologies.com) is a global leader providing
mission-critical technology solutions for the energy, food processing and air
transportation industries. The Company designs, manufactures and services
technologically sophisticated systems and products for its customers through its
Energy Systems (comprising Energy Production Systems and Energy Processing
Systems), FoodTech and Airport Systems businesses. FMC Technologies employs
approximately 9,000 people at 31 manufacturing facilities in 14 countries.
Safe Harbor Statement under the Private Securities Act of 1995: Statements in
this news release that are forward-looking statements are subject to various
risks and uncertainties concerning specific factors described in FMC
Technologies' Form S-1 and other filings with the U.S. Securities and Exchange
Commission, including those relating to FMC Technologies' initial public
offering. Such information contained herein represents management's best
judgment as of the date hereof based on information currently available. FMC
Technologies does not intend to update this information and disclaims any legal
obligation to the contrary. Historical information is not necessarily indicative
of future performance.
PAGE 5
FMC Technologies, Inc. will conduct its second quarter 2001 conference call at
10:00 a.m. (Eastern Daylight Time) on Tuesday, July 31. The event will be
available at www.fmctechnologies.com. It also will be available for replay after
the event at the same website.
* * * *
The news release in this Form 8-K and the information contained in the exhibits
thereto may also be accessed at the company's website (www.fmctechnologies.com).
The posting and furnishing of this information is not intended to, and does not,
constitute a determination by FMC Technologies, Inc. that the information is
material or that investors should consider this information before deciding to
buy or sell FMC Technologies, Inc. securities.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are furnished:
Exhibit Number Exhibit Description
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Exhibit 99a FMC Technologies and
Consolidated Subsidiaries -
Industry Segment Data
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Exhibit 99b FMC Technologies and
Consolidated Subsidiaries -
Condensed Consolidated
Statements of Income
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Exhibit 99c FMC Technologies and
Consolidated Subsidiaries -
Condensed Consolidated
Statements of Income Excluding
Special Expense Items
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Exhibit 99d FMC Technologies and
Consolidated Subsidiaries -
Industry Segment Data - Inbound
Orders and Backlog
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Exhibit 99e FMC Technologies, Inc. -Business
Segment Data - Pro Forma Basis
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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 thereunto duly authorized.
FMC TECHNOLOGIES, INC.
By /s/ Jeffrey W. Carr
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Jeffrey W. Carr
Vice President, General
Counsel and Secretary
Date: August 9, 2001