-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FI7upCCoN7KWxDUaVMSzsyWyYkAd0CM8S8a+QFNzOskwGzfOjHC2XV2pyr+4WvXF aQkbX48m1MwlOc5LNB6icA== 0000898430-96-004101.txt : 19960830 0000898430-96-004101.hdr.sgml : 19960830 ACCESSION NUMBER: 0000898430-96-004101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960827 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960829 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITTAKER CORP CENTRAL INDEX KEY: 0000106945 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 954033076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20609 FILM NUMBER: 96622720 BUSINESS ADDRESS: STREET 1: 10880 WILSHIRE BLVD STE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024-4163 BUSINESS PHONE: 2134759411 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) August 27, 1996 WHITTAKER CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-5407 95-4033076 (Commission File Number) (I.R.S. Employer Identification No.) 1955 N. Surveyor Avenue, Simi Valley, CA 93063 (Address of Principal Executive Offices) (805) 526-5700 (Registrant's Telephone Number, Including Area Code) Item 5. Other Events On August 27, 1996, the Registrant announced its earnings for its second fiscal quarter, ended July 31, 1996. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated August 27, 1996 SIGNATURES 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. WHITTAKER CORPORATION By: /s/ Gerald Finnell ---------------------- Gerald Finnell Vice President and Chief Financial Officer Dated: August 27, 1996 2 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated August 27, 1996. 3 EX-99.1 2 PRESS RELEASE DATED 8-27-96 EXHIBIT 99.1 WHITTAKER NEWS RELEASE WHITTAKER CORPORATION 1955 N. Surveyor Avenue, Simi Valley, California 93063 805/526-5700 Release: August 27, 1996 Contact: Gerald E. Finnell (805) 526-5700, ext. 644 James B. Schultz (805) 526-5700, ext. 638 WHITTAKER CORPORATION REPORTS THIRD QUARTER RESULTS Simi Valley, CA., August 27, 1996 -- Whittaker Corporation (NYSE: WKR) today announced the results of its operations for the third quarter, ended July 31, 1996. The net loss for the quarter was $5,946,000, or $0.54 per share, after a one-time charge of $866,000 ($0.05 per share after taxes) resulting from certain restructuring charges incurred in connection with the Company's acquisition of Xyplex, Inc. on April 10, 1996. Net income for the quarter ended July 31, 1995 was $1,753,000 or $0.18 per share. Sales for the current quarter were $62,162,000, compared to $44,347,000 for the third quarter of fiscal year 1995. The Company's Aerospace Group reported an operating profit of $4,885,000 on sales of $30,550,000 for the quarter, while the Company's Communications segment's operating loss was $7,426,000, not including the restructuring charge, reflecting the Company's previously announced strategy of investment in development of its key remote access and Asynchronous Transfer Mode (ATM) technologies. Sales by the Communications segment were $31,612,000 for the quarter, compared to $13,206,000 in the prior year's third quarter. For the nine-month periods ended July 31, after charges for acquired in-process research and development, the net loss for 1996 was $8,946,000 or $0.92 per share, compared to net income of $3,628,000, or $0.38 per share in 1995. Sales for the first nine months were $154,187,000, compared to $102,715,000 for the previous year. The Company has given notice to its bank lending group that it is not in compliance with a financial ratio covenant in its credit agreement. The Company is currently discussing with its bank group a waiver and an amendment to the agreement. "We are completing the management transition and integration of our communications business," said Thomas A. Brancati, President and Chief Executive Officer. "We are now seeing the improvements expected from the changes we made, and we remain committed to our strategy to develop our key communications technologies for future growth." With these improvements, Whittaker Corporation now expects its return to profitability in fiscal 1997 rather than the fourth quarter as previously noted. (more) Page 2 "Our commercial aircraft and industrial products business continued its growth and profitability, while certain defense electronics business will slip into the fourth quarter," Mr. Brancati added. In addition, adjustments of $1,200,000 to the carrying values of defense electronics assets impacted the third quarter results for 1996. Whittaker Corporation, based in Simi Valley, Ca., provides products and services with a high technology or engineering content to the aerospace and communications industries, through its two principal operating segments. Founded in 1942, Whittaker is a global, customer-driven company with some 1,500 employees and with offices in major cities throughout the United States and around the world. For additional information on Whittaker, contact the Internet Home Page at URL address: http://www.whitaker.com. # # # WHITTAKER CORPORATION Consolidated Statements of Income ($ in 000) (Unaudited)
For the Three Months For the Nine Months Ended July 31, Ended July 31, 1996 1995 1996 1995 -------- -------- -------- -------- Sales $62,162 $44,347 $154,187 $102,715 Cost and expenses Cost of sales 36,824 23,109 89,208 58,196 Engineering and development 6,879 3,332 13,856 4,441 Selling, general and administrative 24,025 12,920 51,040 26,543 Acquired in-process research and development - - 11,700 3,250 Restructuring costs 866 382 1,406 382 ------- ------- -------- -------- Operating profit (loss) (6,432) 4,604 (13,023) 9,903 Interest expense 3,374 1,741 7,060 4,155 Interest income (479) (149) (6,101) (479) Other expense (income) 298 (18) 342 134 ------- ------- -------- -------- Income (loss) before provision for taxes (9,623) 3,030 (14,324) 6,093 Provision (benefit) for taxes (3,677) 1,277 (5,378) 2,465 ------- ------- -------- -------- Net income (loss) $(5,946) $ 1,753 $ (8,946) $ 3,628 ======= ======= ======== ======== Average common and common equivalent shares outstanding (000) 11,029 9,658 9,704 9,609 ------- ------- -------- -------- Net income (loss) per share $ (0.54) $ 0.18 $ (0.92) $ 0.38 ======= ======= ======== ========
Notes: Certain reclassifications have been made to 1995 numbers to conform to 1996 presentation. WHITTAKER CORPORATION Industry Segment Data ($ in 000) (Unaudited)
For the Three Months For the Nine Months Ended July 31, Ended July 31, 1996 1995 1996 1995 ------ ------ ------ ------ Sales: Aerospace $30,550 $31,141 $ 93,056 $ 89,509 Communications 31,612 13,206 61,131 13,206 ------- ------- -------- -------- $62,162 $44,347 $154,187 $102,715 ======= ======= ======== ======== Operating profit (loss): Aerospace $ 4,885 $ 6,980 $ 17,139 $ 19,140 Communications (8,292) (488) (23,093) (3,738) Corporate and Other (3,025) (1,888) (7,069) (5,499) ------- ------- -------- -------- $(6,432) $ 4,604 $(13,023) $ 9,903 ======= ======= ======== ========
Operating profits for 1996 and 1995 were affected by write-offs of acquired in-process research and development associated with purchase of communications businesses. In addition, both business segments incurred restructuring charges during 1996. The following table provides a comparison of segment operating profit to operating profit excluding these special charges:
For the Three Months For the Nine Months Ended July 31, Ended July 31, 1996 1995 1996 1995 ------ ------ ------ ------ Aerospace operating profit $ 4,885 $6,980 $ 17,139 $19,140 Restructuring 210 540 210 ------- ------ -------- ------- 4,885 7,190 17,679 19,350 ======= ====== ======== ======= Communications operating loss (8,292) (488) (23,093) (3,738) Acquired in-process research and development 11,700 3,250 Restructuring 866 172 866 172 ------- ------ -------- ------- (7,426) (316) (10,527) (316) ======= ====== ======== =======
WHITTAKER CORPORATION Consolidated Balance Sheets ($ in 000)
At July 31, At October 31, 1996 1995 ----------- -------------- (Unaudited) ASSETS - ------ Current Assets - -------------- Cash $ 9,497 $ 161 Receivables 74,966 64,708 Inventories 52,085 38,975 Other current assets 3,008 2,053 Income taxes recoverable 7,705 1,452 Deferred income taxes 17,908 15,151 -------- -------- Total Current Assets 165,169 122,500 Property and equipment, at cost 105,749 78,059 Less accumulated depreciation and amortization (59,020) (36,641) -------- -------- Net Property and Equipment 46,729 41,418 Other Assets - ------------ Goodwill, net of amortization 94,720 33,414 Other intangible assets, net of amortization 47,238 10,585 Notes and other noncurrent receivables 3,396 4,218 Other noncurrent assets 14,485 11,709 Net assets held for sale 30,369 27,115 -------- -------- Total Other Assets 190,206 87,041 -------- -------- Total Assets $402,104 $250,959 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------- Current Liabilities - ------------------- Current maturities of long-term debt $ 10,091 $ 6,048 Accounts payable 18,665 14,650 Accrued liabilities 38,202 29,530 -------- -------- Total Current Liabilities 66,958 50,228 Other Liabilities - ----------------- Long-term debt 155,087 70,694 Other noncurrent liabilities 11,368 11,340 Deferred income taxes 24,876 16,273 -------- -------- Total Other Liabilities 191,331 98,307 Stockholders' Equity - -------------------- Capital stock Preferred stock 1 1 Common stock 110 86 Additional paid-in capital 74,818 19,261 Retained earnings 68,886 83,078 -------- -------- Total Stockholders' Equity 143,815 102,424 -------- -------- Total Liabilities and Stockholders' Equity $402,104 $250,959 ======== ========
Note: Certain reclassifications have been made to 1995 numbers to conform to 1996 presentation. At July 31, 1996, the Company was not in compliance with one of its financial ratio covenants in its bank credit agreement. The Company is currently discussing with its bank group a waiver and an amendment to the agreement. If the Company is unable to obtain such amendment by the filing date of its quarterly report on From 10-Q, the outstanding long-term debt of $139.5 million at July 31, 1996 will be classified as a current liability. -----END PRIVACY-ENHANCED MESSAGE-----