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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF THE REPORT (DATE OF EARLIEST EVENT REPORTED) : APRIL 30, 1997
THE O'GARA COMPANY
(Exact name of registrant as specified in its charter)
Ohio 000-21629 31-1470817
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) file number) Identification No.)
9113 LeSaint Drive
Fairfield, Ohio 45014
(513) 874-2112
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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INFORMATION TO BE INCLUDED WITH THIS REPORT
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Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this report.
ITEM 5. OTHER EVENTS
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The Company's press release dated April 30, 1997 is attached
as Exhibit 99 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS
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(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
The following exhibit is filed with this report on
Regulation S-K
Exhibit No. Exhibit
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99 Press release dated
April 30, 1997
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SIGNATURES
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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.
DATE: MAY 2, 1997 THE O'GARA COMPANY
By /s/ Nicholas P. Carpinello
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Nicholas P. Carpinello
Executive Vice-President,
and Chief Financial Officer
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EXHIBIT 99
THE O'GARA COMPANY REPORTS FIRST QUARTER OPERATING RESULTS
FAIRFIELD, Ohio, April 30/PRNewswire/ -- The O'Gara Company (Nasdaq:
OGAR) today reported net sales of $23.8 million for the first quarter ended
March 31, 1997, as compared to $21.4 million for the same period of the prior
year. Net income for the first quarter of 1997 was $1.2 million or $0.18 per
share, as compared to net income for the same period of the prior year, on a pro
forma basis after giving effect to certain transactions as if they occurred
January 1, 1996 (including amortization of certain intangible assets,
elimination of interest expense, and a provision for income taxes), of $1.7
million and $0.28 per share. Revenue and net income in the first quarter of 1996
were both positively affected by an acceleration request of the U.S. Army for
HMMWV deliveries for Bosnia.
Commenting on the first quarter operating results, Bill O'Gara, Chief
Executive Officer, said "Our first quarter results were in line with our
operating plan. Not only did we see substantial revenue growth, but we are also
achieving our stated objective of increasing the commercial element of our
revenue. Gross margins in the first quarter benefited both from a favorable
commercial sales mix and from adjustments as we closed out certain military
contracts. Our increase in commercial revenue is coming partially from the three
strategic acquisitions we completed in the first quarter; also the growing
revenues from our foreign subsidiaries in Mexico and Brazil are starting to have
a significant impact. Our Brazilian operation had more revenue in the first
quarter than it did in all of 1996. Mexico had first quarter revenues of
slightly over $1.2 million compared to $2.5 million for all of 1996. The
increase in commercial revenue resulted in military sales constituting only 39%
of our total revenue versus 66% for the year ended 1996.
"Our selling, general and administrative expenses as a percentage of
revenue were 17% in the first quarter as we continue to put the resources in
place to fuel growth. We expect this percentage to decrease in the second, third
and fourth quarters as our sales volume continues to increase. On an annual
basis, including amortization of goodwill, this percentage should be below last
year's level of 15.4%.
"Demand for our products continues to be strong. The completion of the
Labbe, Next Destination and ITI acquisitions early in the year has put us in a
strong position to achieve our goals for 1997."
Certain statements made in this press release are forward-looking
statements, and as such, involve risks and uncertainties. These forward-looking
statements relate to, among other things, expectations of the business
environment in which the Company operates, projections of future performance and
perceived opportunities in the market. The Company's actual results, performance
and achievements may differ materially from the results, performance and
achievements expressed or implied in such forward-looking statements. For a
discussion of some of the facts that might cause such a difference, please refer
to the Company's reports filed with the Securities and Exchange Commission,
including its Form 10-K, dated March 27, 1997.
The O'Gara Company is an integrated security company with three
business lines: security hardware products, security systems integration and
security services. The Security Hardware Products Group markets all of the
Company's armoring products, including ballistic and blast protected armoring
systems for military and commercial vehicles, aircraft and missile components.
The Security Systems Integration Group offers planning, design and hardware and
software integration services which are customized to meet specific satellite
communications or site protection needs of customers. The Security Services
Group offers security-related services such as advanced driver training,
background clearances, business intelligence, country-risk assessments, forensic
auditing, force protection consulting and private security agent training.
With headquarters in Fairfield, Ohio, USA, near Cincinnati, The O'Gara
company has manufacturing facilities in Fairfield, Ohio; Sao Paulo, Brazil;
Lamballe, France; Torino, Italy; Mexico City, Mexico; and St. Petersburg, Russia
and has additional offices in Los Angeles, California; Washington, D.C.;
Salisbury, England; Paris, France; Nairobi, Kenya; Deer Park, New York; Moscow,
Russia; and Geneva, Switzerland.
THE O'GARA COMPANY
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<TABLE>
<CAPTION>
--Unaudited (Dollars in thousands,
except per share data)--
Three Months Ended March 31,
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Pro Forma (a)
1996 1996 1997
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<S> <C> <C> <C>
Net Sales $21,417 $21,417 $23,817
Net Income $ 2,836 $ 1,727 $ 1,227
Net Income Per Share -- $0.28 $0.18
Weighted Average Number of
Common Shares Outstanding -- 6,174 7,005
</TABLE>
(a)-- Pro forma information reflects the application of adjustments
resulting from the Company's initial public offering on November 12, 1996, as if
such changes had been effected on the first day of the period presented. The
most significant adjustment is the application of corporate income taxes to the
Company's consolidated income before income taxes at an effective tax rate of
approximately 40%, which represents the estimated combined federal and state
income tax rates. The Company had previously elected to be treated as an S
Corporation for federal and state income tax purposes. The weighted average
number of common shares outstanding reflects the issuance of shares necessary to
generate enough net proceeds to fund other pretax pro forma adjustments.
Source: The O'Gara Company
4/30/97
Contact: Bill T. O'Gara, Chief Executive Officer, The O'Gara Company
513-874-2112
(OGAR)
