<PAGE>
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)
<PAGE>
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
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EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated August 27, 1996.
3
<PAGE>
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)
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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
$1,200,000 to the carrying values of defense electronics assets impacted the
third quarter results for 1996.
Whittaker Corporation, based in Simi Valley, Ca., provides products and
services with a high technology or engineering content to the aerospace and
communications industries, through its two principal operating segments.
Founded in 1942, Whittaker is a global, customer-driven company with some 1,500
employees and with offices in major cities throughout the United States and
around the world. For additional information on Whittaker, contact the Internet
Home Page at URL address: http://www.whitaker.com.
# # #
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WHITTAKER CORPORATION
Consolidated Statements of Income
($ in 000)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended July 31, Ended July 31,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
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
======= ======= ======== ========
</TABLE>
Notes:
Certain reclassifications have been made to 1995 numbers to conform to 1996
presentation.
<PAGE>
WHITTAKER CORPORATION
Industry Segment Data
($ in 000)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended July 31, Ended July 31,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
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
======= ======= ======== ========
</TABLE>
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:
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended July 31, Ended July 31,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Aerospace operating profit $ 4,885 $6,980 $ 17,139 $19,140
Restructuring 210 540 210
------- ------ -------- -------
4,885 7,190 17,679 19,350
======= ====== ======== =======
Communications operating loss (8,292) (488) (23,093) (3,738)
Acquired in-process research
and development 11,700 3,250
Restructuring 866 172 866 172
------- ------ -------- -------
(7,426) (316) (10,527) (316)
======= ====== ======== =======
</TABLE>
<PAGE>
WHITTAKER CORPORATION
Consolidated Balance Sheets
($ in 000)
<TABLE>
<CAPTION>
At July 31, At October 31,
1996 1995
----------- --------------
(Unaudited)
<S> <C> <C>
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
======== ========
</TABLE>
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.
