Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 33± 162K
2: EX-10.42 Material Contract 1 7K
3: EX-10.43 Material Contract 9± 36K
4: EX-10.44 Material Contract 9± 37K
5: EX-10.45 Material Contract 5 24K
6: EX-10.46 Material Contract 3 14K
7: EX-10.47 Material Contract 2 14K
8: EX-10.48 Material Contract 2 14K
9: EX-10.49 Material Contract 21± 88K
10: EX-10.50 Material Contract 4± 16K
11: EX-13.1 Annual or Quarterly Report to Security Holders 43 251K
12: EX-21.1 Subsidiaries of the Registrant 1 7K
13: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
14: EX-99.1 Miscellaneous Exhibit 5± 29K
EX-99.1 — Miscellaneous Exhibit
EXHIBIT 99.1
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES REFORM ACT OF 1995
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Gulfstream Aerospace Corporation (the "Company" or "Gulfstream")
cautions readers that the important factors set forth below, as well as
factors discussed in other documents filed by the Company with the
Securities and Exchange Commission (the "SEC"), among others, could cause
the Company's actual results to differ materially from statements contained
in this report, future filings by the Company with the SEC, the Company's
press releases and oral statements made by or on behalf of the Company.
The words "estimate", "project", "anticipate", "expect", "intend",
"believe", "target" and similar expressions are intended to identify
forward looking statements. In addition, these factors relate specifically
to the Company's statements regarding earnings per share for 1999 and
subsequent years and the assumptions underlying those statements, including
assumptions regarding green aircraft deliveries, completions, margin
improvements, new aircraft sales and backlog stability.
AIRCRAFT PRODUCTION AND COMPLETION
The Company records revenue from the sale of a new "green" aircraft
(i.e., before exterior painting and installation of customer selected
interiors and optional avionics) when the green aircraft is delivered to
the customer. The Company records revenues from completion services when
the outfitted aircraft is delivered to the customer. The Company plans to
deliver approximately 65 green aircraft in fiscal 1999. Risks associated
with green deliveries and completions include the following:
Purchased Materials and Equipment. Approximately 70% of the
production costs of both the Gulfstream IV-SP and the Gulfstream V
consist of materials and equipment purchased from other manufacturers.
While the Company's production activities have never been materially
affected by its inability to obtain components, and while the Company
maintains business interruption insurance in the event that a
disruption should occur, the failure of the Company's suppliers to
meet the Company's performance specifications, quality standards or
delivery schedules could have a material adverse impact on the
Company's delivery schedule.
Workforce. The Company's ability to meet its production and
completion schedules depends on the Company meeting its needs for
skilled labor. Although the Company's ability to hire required skilled
labor has not to date adversely affected its ability to meet its
production and completion schedules, there can be no assurance that
this favorable condition will continue. In 1996, the Company entered
into a 5-year contract with a union representing certain of its
employees at its Oklahoma Facility. Although employee relations are
generally good, a work stoppage or other labor action could materially
and adversely affect the Company's production schedule.
Facilities. Green aircraft are assembled at one facility.
Detailed parts and subassemblies are manufactured at two additional
facilities. Completions are performed at five facilities. Although the
Company maintains property and business interruption insurance, any
severe property damage or other casualty loss at one of these
facilities could materially and adversely affect the Company's
delivery schedule.
Gulfstream V Efficiency. The Company expects to become more
efficient at producing and completing Gulfstream V aircraft as it
gains more experience in this aircraft program. If the Company is
unable to achieve anticipated efficiencies, its delivery schedule
could be adversely impacted.
Period-to-Period Fluctuations. Since the Company relies on the
sales of a relatively small number of high unit selling price new
aircraft to provide the substantial portion of its revenues, even a
small decrease in the number of deliveries in any period could have a
material adverse effect on the results of operations for that period.
As a result, a delay or an acceleration in the delivery of new
aircraft may affect the Company's revenues for a particular quarter or
year and may make quarter-to-quarter or year-to-year comparisons
difficult.
MARGIN IMPROVEMENTS
The Company expects gross margins (excluding inventory step-up
resulting from the K-C Aviation acquisition and pre-owned aircraft, which
are typically sold at break-even levels) to continue to improve. Risks
associated with margin improvement include the following:
Gulfstream V Learning Curve. The Company expects production and
completion costs to fall as the Company gains more experience in
producing and completing Gulfstream V aircraft. Delays in anticipated
cost reductions would adversely affect margin improvements. If
subsequent improvement is not achieved as quickly or to the extent
anticipated, the Company may be unable to achieve its margin targets.
Cost of Materials. Approximately 70% of the production costs of
both the Gulfstream IV-SP and the Gulfstream V consist of materials
and equipment purchased from other manufacturers. Although the Company
has in place revenue share and long-term supply arrangements that help
protect it against materials price increases, if the Company
experiences price pressure on materials, margins could be adversely
affected.
STABILITY OF BACKLOG
At December 31, 1998, the Company had a financial contract backlog of
approximately $3.3 billion. The following factors could adversely affect
the stability of the backlog:
New Orders. The Company's principal business is the design,
development, manufacture and marketing of large and ultra-long range
business jet aircraft. Because of the high unit selling price of its
aircraft products and the availability of commercial airlines and
charters as alternative means of business travel, a downturn in
general economic conditions could result in a reduction in the orders
received by the Company for its new and pre-owned aircraft. The
Company would not be able to rely on sales of other products to offset
a reduction in sales of its aircraft. If a potential purchaser is
experiencing a business downturn or is otherwise seeking to limit its
capital expenditures, the high unit selling price of a new Gulfstream
aircraft could result in the potential purchaser deferring its
purchase or changing its operating requirements and electing to
purchase a competitor's lower priced aircraft. In addition, if a
significant number of customers resell their purchase contracts, the
Company's new order intake could be adversely affected. If the
Company's new order intake rate varies, the Company could be required
to adjust its production rate.
Production Delays. While the Company generally receives
non-refundable deposits in connection with each order, an order may be
canceled (and the deposit returned) under certain conditions if the
delivery of an aircraft is delayed more than three months after a
customer's scheduled delivery date. An extended delay in the
production or completion process could cause an increase in the number
of cancellations of orders, which could have an adverse effect on the
Company's results of operations.
Business and Economic Conditions. Although 75% of the Company's
backlog consists of North American customers and 43% of North American
customers are Fortune 500 companies, adverse business and economic
conditions could cause customers to be unable or unwilling to
consummate the purchase of an aircraft and could, therefore, increase
the number of cancellations experienced by the Company.
YEAR 2000 READINESS
As part of the Company's initiatives, begun in 1996, to increase
production rates and co-produce the Gulfstream IV-SP and Gulfstream V, the
Company has, and continues to, upgrade and replace business systems and
facility infrastructure. These initiatives help to reduce the potential
impact of the Year 2000 issue on the Company's operations. In addition, the
Company has implemented a Year 2000 Compliance Plan designed to ensure that
all other hardware, software, systems, and products with microprocessors
relevant to the Company's business are not adversely affected by the Year
2000 issue.
The Company does not believe that the implementation of this Year 2000
Compliance Plan will have a material effect on the Company's business
operations, financial condition, liquidity or capital resources. Management
of the Company believes it has an effective program in place to address the
Year 2000 issue in a timely manner. As a component of the Year 2000
Compliance Plan, the Company is developing contingency plans to mitigate
the effects of potential problems experienced by it or its key suppliers or
governmental agencies in the timely implementation of its Year 2000
Compliance Plan. Nevertheless, since it is not possible to anticipate all
future outcomes, especially when third parties are involved, there could be
circumstances in which the Company's operations would be adversely
affected.
SAFETY RECORD
The Company believes that its reputation and the exemplary safety
record of its aircraft are important selling points for new and pre-owned
Gulfstream aircraft. However, if one or a number of catastrophic events
were to occur with the Gulfstream fleet, Gulfstream's reputation and sales
of Gulfstream aircraft could be adversely affected.
PRE-OWNED AIRCRAFT MARKET
In many cases, the Company has agreed to accept, at the customer's
option, the customer's pre-owned aircraft as a trade-in in connection with
the purchase of a Gulfstream IV-SP or Gulfstream V. Based on the current
market for pre-owned aircraft, the Company expects to continue to be able
to resell pre-owned aircraft taken in trade, and does not expect to suffer
a loss with respect to these trade-ins and resales. However, an increased
level of pre-owned aircraft or changes in the market for pre-owned aircraft
may increase the Company's inventory costs and may result in the Company
receiving lower prices for its pre-owned aircraft.
COMPETITION
The market for large cabin and ultra-long range business aircraft is
highly competitive. The Gulfstream IV-SP competes in the large cabin
business aircraft market segment, principally with Dassault Aviation S.A.'s
Falcon 900EX and 900B. The Gulfstream V competes in the ultra-long range
business aircraft market segment, primarily with Bombardier Inc.'s Global
Express and, to a lesser extent, corporate versions of the Boeing 737 and
Airbus A319. The Company's competitors may have access to greater resources
(including, in certain cases, governmental subsidies) than are available to
the Company.
The Company's ability to compete successfully in the large and
ultra-long range business aircraft markets over the long term requires
continued technological and performance enhancements to Gulfstream
aircraft. No assurance can be given that the Company's competitors will not
be able to produce aircraft capable of performance comparable or superior
to Gulfstream aircraft in the future.
Increased price-based competition by the Company's competitors could
pressure the Company to also reduce its prices. Price reductions could have
a significant impact on the Company's margins. In addition, if a
significant number of customers were to cancel orders for the Company's
aircraft in order to purchase a competitive product, there could be a
material adverse effect on the Company's backlog.
PENDING TAX AUDIT
The Company is involved in tax audits by the Internal Revenue Service
covering the years 1990 through 1994. The revenue agent's reports include
several proposed adjustments involving the deductibility of certain
compensation expense, items relating to the initial capitalization of the
Company, the allocation of the original purchase price for the acquisition
by the Company of the Gulfstream business, including the treatment of
advance payments with respect to and the cost of aircraft that were in
backlog at the time of the acquisition, and the amortization of amounts
allocated to intangible assets. The Company believes that the ultimate
resolution of these issues will not have a material adverse effect on its
financial statements because the financial statements already reflect what
the Company currently believes is the expected loss of benefit arising from
the resolution of these issues. However, because the revenue agent's
reports are proposing adjustments in amounts materially in excess of what
the Company has reflected in its financial statements and because it may
take several years to resolve the disputed matters, the ultimate extent of
the Company's expected loss of benefit and liability with respect to these
matters cannot be predicted with certainty and no assurance can be given
that the Company's financial position or results of operations will not be
adversely affected.
LEVERAGE AND DEBT SERVICE
The degree to which the Company is leveraged at a particular time
could have important consequences to the Company, including the following:
(i) the Company's ability to obtain additional financing in the future for
working capital, capital expenditures, product development, acquisitions,
general corporate purposes or other purposes may be impaired; (ii) a
portion of the Company's and its subsidiaries' cash flow from operations
must be dedicated to the payment of the principal of and interest on its
indebtedness; (iii) the Company's credit agreement contains certain
restrictive financial and operating covenants, including, among others,
requirements that the Company satisfy certain financial ratios; (iv) a
significant portion of Gulfstream's borrowings will be at floating rates of
interest, causing Gulfstream to be vulnerable to increases in interest
rates; (v) the Company's degree of leverage may make it more vulnerable in
a downturn in general economic conditions; and (vi) the Company's financial
position may limit its flexibility in responding to changing business and
economic conditions.
Dates Referenced Herein and Documents Incorporated by Reference
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