<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE
QUARTERLY PERIOD ENDED JANUARY 31, 1995
Commission file number 1-5407
WHITTAKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4033076
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10880 Wilshire Boulevard, Los Angeles, California 90024
(Address of principal executive offices) (Zip Code)
(310) 475-9411
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
8,486,174 shares, par value $.01 per share, as of January 31, 1995.
<PAGE>
Part I. FINANCIAL INFORMATION
WHITTAKER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
($ in 000)
<TABLE>
<CAPTION>
For the Three Months
Ended January 31,
--------------------
1995 1994
--------- --------
<S> <C> <C>
Sales ................................... $26,686 $25,767
------- -------
Costs and expenses
Cost of sales ........................ 16,030 14,185
Engineering, selling and
general and administrative ....... 6,728 7,971
Interest on long-term debt ........... 1,222 906
Other interest expense ............... 15 18
Interest income ...................... (128) (156)
------- -------
23,867 22,924
------- -------
Income before provision for taxes ....... 2,819 2,843
Provision for taxes ..................... 1,099 1,135
------- -------
Net income .............................. $ 1,720 $ 1,708
======= =======
Average common and common
equivalent shares
outstanding (000) .................... 9,588 9,462
======= =======
Earnings per share ...................... $ 0.18 $ 0.18
======= =======
</TABLE>
Unaudited
See notes to Consolidated Condensed Financial Statements.
2
<PAGE>
WHITTAKER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
($ IN 000)
<TABLE>
<CAPTION>
January 31, October 31,
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash ................................... $ 316 $ 3,507
Receivables ............................ 56,314 65,292
Inventories ............................ 34,050 32,013
Current assets held for sale ........... 1,672 1,551
Other current assets ................... 2,898 2,475
Income taxes recoverable ............... 0 66
Deferred income taxes .................. 12,971 13,395
-------- --------
Total Current Assets ................... 108,221 118,299
-------- --------
Property and equipment, at cost ........ 71,166 70,273
Less accumulated depreciation .......... 34,667 33,506
-------- --------
36,499 36,767
-------- --------
Other Assets:
Goodwill ............................... 19,478 19,604
Other intangible assets ................ 2,211 2,336
Notes and other noncurrent receivables . 3,508 3,682
Miscellaneous .......................... 7,992 4,681
Net assets held for sale ............... 24,200 23,938
-------- --------
57,389 54,241
-------- --------
$202,109 $ 209,307
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 5,292 $ 5,540
Accounts payable ....................... 10,167 10,713
Accrued liabilities .................... 16,467 20,512
-------- --------
Total Current Liabilities .............. 31,926 36,765
-------- --------
Long-Term Debt ......................... 51,468 54,742
-------- --------
Other Noncurrent Liabilities ........... 10,658 11,880
-------- --------
Deferred Income Taxes .................. 12,390 11,970
-------- --------
Stockholders' Equity:
Capital Stock
Preferred stock ..................... 3 3
Common stock ........................ 85 85
Additional paid-in capital.............. 17,787 17,787
Retained earnings ...................... 77,792 76,075
-------- --------
Total Stockholders' Equity ............. 95,667 93,950
-------- --------
$202,109 $209,307
======== ========
</TABLE>
Unaudited
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
WHITTAKER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ IN 000)
<TABLE>
<CAPTION>
For the Three Months
-------------------------
Ended January 31,
-------------------------
1995 1994
----------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income ...................................... $ 1,720 $ 1,708
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 1,572 1,449
Net periodic pension cost (income) ............ (550) 305
Decrease in income taxes recoverable ............ 66 2,000
Increase in deferred taxes....................... 844 929
Changes in operating assets and liabilities:
Decrease in accounts receivable.................. 7,379 4,172
Increase in inventories and prepaid expenses..... (3,126) (1,413)
Decrease in accounts payable and other
liabilities.................................... (5,813) (4,631)
-------- -------
Total cash provided by operating activities...... 2,092 4,519
-------- -------
INVESTING ACTIVITIES
Purchases of property, plant and equipment....... (899) (410)
Net decrease in notes receivable................. 162 106
Other items, net................................. (269) (139)
-------- -------
Net cash used in investing activities............ (1,006) (443)
-------- -------
FINANCING ACTIVITIES
Net borrowing related to new debt agreements..... 55,500 0
Net paydown related to old debt agreements....... (59,000) 0
Deferred debt costs.............................. (752) 0
Net paydown related to other debt agreements..... (22) (50)
Dividends paid................................... (3) (4)
Proceeds from shares issued under stock plans.... 0 6
-------- -------
Net cash used by financing activities............ (4,277) (48)
-------- -------
Net increase (decrease) in cash.................. (3,191) 4,028
Cash at beginning of year........................ 3,507 170
-------- -------
Cash at end of period............................ $ 316 $ 4,198
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ...................................... $ 1,192 $ 644
======== =======
Income taxes .................................. $ 82 $ 43
======== =======
</TABLE>
4
<PAGE>
WHITTAKER CORPORATION
---------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
The Consolidated Financial Statements include accounts of Whittaker Corporation
and its subsidiaries. The Consolidated Financial Statements reflect all
adjustments which are of a normal recurring nature and, in the opinion of
management, necessary to present a fair statement of the results for the interim
periods reported.
Since results of Whittaker's operations in interim periods are not necessarily
indicative of the results for the full year, Whittaker makes no representations
as to the trend of sales and earnings. For further information, refer to the
Consolidated Financial Statements and footnotes thereto included in Whittaker's
annual report on Form 10-K for the year ended October 31, 1994.
Assets held for sale at January 31, 1995, include $23.7 million of land formerly
used by the Company's former Bermite division, a discontinued technology unit.
The Company has entered into a development agreement with a real estate
developer to seek entitlements (the right granted by political authorities to
develop real property) to develop this property as a mixed-use residential,
commercial, retail, and light industrial development.
Primary earnings per share have been computed based on the weighted average
number of common and common equivalent shares outstanding, after deducting from
net income the dividend requirements on the $5.00 Cumulative Convertible
Preferred Stock. Common stock equivalents include Series D Participating
Convertible Preferred Stock and dilutive employee stock options, calculated
using the treasury stock method.
Included in accounts receivable at January 31, 1995 is a claim of $4.0 million,
compared to two claims totaling $5.6 million at October 31, 1994. These claims
relate to United States Government prime contracts and subcontracts in which the
Company contends that costs were incurred in connection with customer caused
delays and disruptions, errors in technical data, a partial termination for
convenience and other unanticipated causes. One claim in the amount of $1.6
million, which was included in accounts receivable at October 31, 1994, was
reclassified to other long-term assets, because the claim is in litigation, and
management does not expect a resolution to the claim within the next twelve
months. The Company received payment on the other claim, for $4.0 million, on
February 20, 1995.
5
<PAGE>
WHITTAKER CORPORATION
---------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(Continued)
Inventories consisted of the following:
<TABLE>
<CAPTION>
($ in 000)
January 31, October 31,
1995 1994
============ ============
<S> <C> <C>
Raw materials $19,783 $18,391
Work in process 11,952 11,643
Finished goods 1,405 1,174
Costs relating to long term contracts 910 805
Unliquidated progress billings (0) (0)
------- -------
$34,050 $32,013
======= =======
</TABLE>
The Company has typically purchased insurance annually. In certain years, after
evaluating the availability and cost of insurance, the Company did not purchase
insurance for certain risks, including workers' compensation and product
liability. Moreover, the Company's insurance carriers have taken the position
that in certain cases the Company is uninsured for environmental matters, a
position that the Company disputes in certain instances. Consequently, the
Company is without insurance for various risks, including product liability for
certain products manufactured in the past. The Company does, however, have
product liability insurance for products it currently manufactures.
As a result primarily of the activities of its discontinued operations, the
Company is a potentially responsible party in a number of actions filed under
the Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA"). CERCLA, also known as "Superfund," is the main Federal law enacted
to address public health and environmental concerns arising with respect to the
past treatment and disposal of hazardous substances. The Company is also a
potentially responsible party in a number of other actions brought under state
laws patterned after CERCLA. In nearly all of these matters, the Company
contributed a small amount (generally less than 1%) of the total treated or
disposed of waste. In addition to the CERCLA and similar actions described
above, the Company also, from time to time, conducts or participates in remedial
investigations and cleanup activities at facilities currently or formerly
occupied by its operating units. There are also various other claims and suits
pending against the Company.
6
<PAGE>
WHITTAKER CORPORATION
---------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(Continued)
At January 31, 1995, the Company had provided for its aggregate liability
related to various claims, including uninsured risks and potential claims in
connection with the environmental matters noted above. The amounts provided on
the Company's books for contingencies, including environmental matters, are
recorded at gross amounts. Because of the uncertainty with respect to the
amount of probable insurance recoveries, these potential insurance recoveries
are not taken into account as a reduction of those amounts provided unless an
insurance carrier has agreed to such coverage. The Company does not anticipate
that these matters will have a material adverse effect on the Company's
financial position, or its ability to meet its working capital and capital
expenditure needs. Although the Company has recorded estimated liabilities for
contingent losses, including uninsured risks and claims in connection with
environmental matters, in accordance with generally accepted accounting
principles, the absence of or denial of various insurance coverages represents a
potential exposure for the Company, and the net income of the Company in future
periods could be adversely affected if uninsured losses in excess of amounts
recorded were to be incurred.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
--------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
----------------------------------
Results of Operations
- ---------------------
Comparison of First Quarter 1995 to First Quarter 1994
- ------------------------------------------------------
Sales for the first three months of fiscal 1995 were $26.7 million, an increase
of $0.9 million from the first three months of 1994. First quarter sales in
fiscal 1994 included the recognition of $4.0 million of sales from the partial
settlement of a termination claim against a defense electronics products
customer. The Company received payment of that amount on February 20, 1995.
The Company expects that additional revenue may result in fiscal 1995 from final
settlement of the claim. First quarter 1994 sales were adversely affected,
however, by the January 17, 1994 Northridge earthquake. The Company continues
to pursue its claim against its earthquake insurance carriers for losses
incurred as a result of the earthquake. The Company acquired an aerospace
business during the second quarter of 1994, which contributed $4.4 million to
revenue in the first three months of 1995.
Gross margin decreased in the three-month period in 1995 to $10.7 million, or
39.9% of sales, from $11.6 million, or 45.0% of sales for the first three months
of fiscal 1994. Affecting the comparability of the periods is the inclusion in
1994 of the termination claim settlement, noted above, which contributed $3.5
million of gross margin on $4.0 million of revenue with associated cost of sales
of $0.5 million. The acquired aerospace business contributed $1.6 million of
gross margin for the three month period in 1995.
As a percentage of sales, engineering, selling and general and administrative
expenses decreased from 30.9% in 1994 to 25.2% in 1995. The decrease was
primarily the result of income in the first three months of 1995 related to the
Company's defined benefit pension plan, the recognition in 1994 of a charge to
earnings of $1.0 million related to damages from the earthquake not covered by
insurance, and reduced engineering expense for the Company's telecommunications
products, including the Asynchronous Transfer Mode ("ATM") Enterprise Network
Access Switch ("ENAS") (which has now been successfully tested at several beta
sites).
Interest expense increased to $1.1 million for the 1995 period from $0.8 in 1994
primarily as a result of higher interest rates and the write-off of $0.1 million
of capitalized debt issuance expense in connection with the refinancing of the
Company's credit facility. As a result of the various offsetting amounts
described above and other, non-material offsetting differences between the two
years, net income for the three-month period remained constant in 1995, compared
to 1994, at $1.7 million or $0.18 per share.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
--------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
----------------------------------
(Continued)
Results of Operations (Continued)
- ---------------------
The outlook for future sales is difficult to predict given the uncertainties
related to the declining U.S. defense budget and related reductions and
terminations of U.S. Government defense contracts. Any negative effect on sales
related to this uncertainty may be offset in the future by contracts for new,
technologically advanced electronic defense systems, new commercial products in
the expanding telecommunications markets, and sales of aerospace and electronic
products into industrial markets. Thus, past Company performance may not be a
reliable indicator of future performance.
Financial Condition
- -------------------
At January 31, 1995, the Company's debt totaled $56.8 million, which consisted
of $20.5 million of loans under a revolving bank credit facility, $35.0 million
under a bank term loan, and $1.3 million of other debt. In addition, there
were $12.7 million of letters of credit outstanding under the revolving credit
facility. On January 24, 1995, the Company and a group of banks entered into a
new credit agreement which consists of a $65.0 million revolving credit facility
with a three-year term expiring in January 1998 and a $35.0 million term loan
that is to be repaid in quarterly installments over five years. Interest on
loans outstanding under the credit agreement are based, at the Company's option,
on LIBOR or the agent bank's prime rate. The annual interest rate based on
LIBOR may range between LIBOR plus 1.0% and LIBOR plus 1.875%, and the annual
interest rate based on the prime rate may range between prime and prime plus
.50%. The agreement includes financial covenants with respect to financial
leverage, cash flow, and tangible net worth. Proceeds from the new credit
facility were used to pay off and cancel the old credit facility and will be
used going forward to fund working capital and acquisitions. At January 31,
1995, there was $5.3 million of debt which is due within the next twelve months
and therefore is classified as current.
The Company's ratio of long-term debt, including the current portion, to
capitalization (stockholders' equity plus debt) was 37.2% at January 31, 1995,
compared to 39.1% at October 31, 1994, reflecting a $1.7 million contribution to
stockholders' equity from net income for the first quarter of 1995 and continued
reduction of bank debt from cash flow generated by operations. It is
anticipated that the Company will continue to use cash generated from operations
to reduce debt. However, some cash and debt availability may be used to finance
additional acquisitions. The current ratio at January 31, 1995 stood at 3.39,
compared with 3.22 at October 31, 1994, while working capital was $76.3 million
at
9
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF THE RESULTS OF
-----------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
----------------------------------
(Continued)
Financial Condition (Continued)
- --------------------
January 31, 1995, compared with $81.5 million at October 31, 1994. A reduction
of high year-end accounts receivable balances was the primary reason for the
reduction in working capital.
Cash flow provided by operations in the first quarter of 1995 was $2.1 million,
compared to $4.5 million in the first quarter of 1994. The primary reason for
the decrease was that in the first quarter of 1994 there was $2.0 million of
positive cash flow related to an income tax recovery. Cash used in investing
activities was $1.0 in 1995 compared to $0.4 million in 1994. Purchase of
property, plant and equipment in 1995 was $0.9 million compared to $0.4 million
in 1994. Cash flow used in financing activities was $4.3 million in 1995
resulting from paydown of the Company's revolving credit facility by $3.5
million and incurring of deferred debt issuance costs of $0.8 million upon
entering into the new credit agreement.
Included in accounts receivable at January 31, 1995 is a claim of $4.0 million,
compared to two claims totaling $5.6 million at October 31, 1994. These claims
relate to United States Government prime contracts and subcontracts in which the
Company contends that costs were incurred in connection with customer caused
delays and disruptions, errors in technical data, a partial termination for
convenience and other unanticipated causes. One claim in the amount of $1.6
million, which was included in accounts receivable at October 31, 1994, was
reclassified to other long-term assets because the claim is in litigation and
management does not expect a resolution to the claim within the next twelve
months. The Company received payment on the other claim for $4.0 million on
February 20, 1995.
The Company has submitted a claim to its insurance carriers to recover the costs
of repair and replacement of assets and for the costs of business interruption
brought about by the January 17, 1994 Northridge, California earthquake. To
date, the Company has been paid $5.4 million on account and is negotiating with
the carriers to reach a final settlement. The Company provided reserves of $1.0
million in January 1994 to cover insurance deductibles and does not believe that
additional reserves will be required. There are no deferred costs related to the
earthquake recovery at January 31, 1995.
Capital expenditures during the first quarter of 1995 were $0.9 million,
compared to $0.4 million in 1994. At January 31, 1995, there were approximately
$2.2 million of approved capital expenditures outstanding for the replacement
and upgrade of existing plant and equipment at the Company's various facilities.
Funds for these and other capital expenditures are expected to be provided from
operations. Capital expenditures are limited to specified annual amounts by
covenants contained in the Company's credit agreement. It is
10
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF THE RESULTS OF
-----------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
----------------------------------
(Continued)
Financial Condition (Continued)
- -------------------
anticipated that the amounts permitted under the covenants will be sufficient to
allow the Company to continue to maintain and upgrade existing facilities.
The Company's program for divestiture of its discontinued operations was
substantially complete by the end of fiscal 1992. Remaining to be divested is a
996-acre parcel of land, which was used until 1987 by the Company's former
Bermite division, a discontinued technology unit. The land is located in the
city of Santa Clarita, California, approximately 35 miles from downtown Los
Angeles. The Company has entered into a development agreement with a real
estate developer to seek entitlements (the right granted by political
authorities to develop real property) to develop this property as a mixed-use
residential, commercial, retail, and light industrial development. Following
receipt of these entitlements, the Company will pursue the most advantageous
means to realize the value of this asset.
As a result primarily of the activities of its discontinued operations, the
Company is a potentially responsible party in a number of actions filed under
the Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA"). CERCLA, also known as "Superfund," is the main Federal law enacted
to address public health and environmental concerns arising with respect to the
past treatment and disposal of hazardous substances. The Company is also a
potentially responsible party in a number of other actions brought under state
laws patterned after CERCLA. In nearly all of these matters, the Company
contributed a small amount (generally less than 1%) of the total treated or
disposed of waste. In addition to the CERCLA and similar actions described
above, the Company also, from time to time, conducts or participates in remedial
investigations and cleanup activities at facilities currently or formerly
occupied by its operating units.
The Company has typically purchased insurance annually. In certain years, after
evaluating the availability and cost of insurance, the Company did not purchase
insurance for certain risks, including workers' compensation and product
liability. Moreover, the Company's insurance carriers have taken the position
that in certain cases the Company is uninsured for environmental matters, a
position that the Company disputes in certain instances. Consequently, the
Company is without insurance for various risks, including product liability
insurance for certain products manufactured in the past. The Company does,
however, have product liability insurance for products it currently
manufactures.
11
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF THE RESULTS OF
-----------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
----------------------------------
(Continued)
Financial Condition (Continued)
- -------------------
At January 31, 1995, the Company had provided for its aggregate liability
related to various claims, including uninsured risks and potential claims in
connection with the environmental matters noted above. The amounts provided on
the Company's books for contingencies, including environmental matters, are
recorded at gross amounts. Because of the uncertainty with respect to the
amount of probable insurance recoveries, these potential insurance recoveries
are not taken into account as a reduction of those amounts provided unless an
insurance carrier has agreed to such coverage. The Company does not anticipate
that these matters will have a material adverse effect on the Company's
financial position, or its ability to meet its working capital and capital
expenditure needs. Although the Company has recorded estimated liabilities for
contingent losses, including uninsured risks and claims in connection with
environmental matters, in accordance with generally accepted accounting
principles, the absence of or denial of various insurance coverages represents a
potential exposure for the Company, and the net income of the Company in future
periods could be adversely affected if uninsured losses in excess of amounts
recorded were to be incurred.
12
<PAGE>
EXHIBITS TO PART I
------------------
I(a) Calculation of Earnings Per Share.
13
<PAGE>
Exhibit I(a)
WHITTAKER CORPORATION
CALCULATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Stated in Thousands of Dollars
------------------------------
Quarter Ended January 31,
------------------------------
1995 1994
-------------- -------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
- --------------------------
Earnings
Net income $1,720 $1,708
Deduct:
Dividends on preferred stock -
$5.00 convertible preferred series (3) (3)
------ ------
Net income used in primary earnings
per share calculations $1,717 $1,705
====== ======
Average Common and Common Equivalent
Shares in (000)
Weighted average number of
common shares outstanding 8,486 8,473
Common equivalent shares -
Series D participating convertible
preferred stock 292 292
Stock options included under treasury
stock method 810 697
------ ------
TOTAL 9,588 9,462
====== ======
Primary Earnings Per Share $ 0.18 $ 0.18
====== ======
Unaudited
</TABLE>
14
<PAGE>
Exhibit I(a)
WHITTAKER CORPORATION
CALCULATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Stated in Thousands of Dollars
------------------------------
Quarter Ended January 31,
------------------------------
1995 1994
-------------- ------------
<S> <C> <C>
FULLY DILUTED EARNINGS PER SHARE
- -----------------------------------
Earnings
Net income used in primary earnings
per share calculation (above) $1,717 $1,705
Adjustments - -
------ ------
Net income used in fully diluted earnings
per share calculations $1,717 $1,705
====== ======
Average Shares used to Calculate Fully Diluted
Earnings Per Share in (000)
Average common and common equivalent
shares (above) 9,588 9,462
Add:
Additional stock options included
under treasury stock method 33 83
------ ------
TOTAL 9,621 9,545
====== ======
Fully Diluted Earnings Per Share $ 0.18 $ 0.18
====== ======
</TABLE>
NOTES
(A) In connection with those securities outstanding prior to June 1, 1969 the
Company elected under paragraph 46 of APB Opinion Number 15 to classify as
common stock equivalents only those which were classified as residual
securities under APB Opinion Number 9.
(B) Earnings per share have been computed based on the weighted average number
of common and common equivalent shares outstanding during the periods,
after deducting from net income the dividend requirements on the
outstanding $5.00 cumulative convertible stock. Common stock equivalents
include series D participating convertible preferred stock and dilutive
employee stock options, calculated using the treasury stock method.
Unaudited
15
<PAGE>
Part II. OTHER INFORMATION
===========================
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
11. Statements re computation of per share earnings for the three
months ended January 31, 1995 (Exhibit I(a) of Part I to this
Form 10-Q).
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the fiscal quarter ended January
31, 1995.
16
<PAGE>
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 thereunto duly authorized.
WHITTAKER CORPORATION
Date: March 15, 1995 By: /s/ Richard Levin
-------------------------------------
Richard Levin, Vice President
Chief Financial Officer
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> JAN-31-1995
<CASH> 316
<SECURITIES> 0
<RECEIVABLES> 56,314
<ALLOWANCES> 0
<INVENTORY> 34,050
<CURRENT-ASSETS> 108,221
<PP&E> 71,166
<DEPRECIATION> 34,667
<TOTAL-ASSETS> 202,109
<CURRENT-LIABILITIES> 31,926
<BONDS> 51,468
<COMMON> 85
0
3
<OTHER-SE> 95,579
<TOTAL-LIABILITY-AND-EQUITY> 202,109
<SALES> 26,686
<TOTAL-REVENUES> 26,686
<CGS> 16,030
<TOTAL-COSTS> 16,030
<OTHER-EXPENSES> 6,728
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,109
<INCOME-PRETAX> 2,819
<INCOME-TAX> 1,099
<INCOME-CONTINUING> 1,720
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,720
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
