<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) DECEMBER 15, 1997
WHITTAKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-20609 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)
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ITEM 5. OTHER EVENTS
On December 15, 1997, the Registrant announced its earnings for its fiscal
year ended October 31, 1997 and for its fourth quarter of 1997. 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 December 15, 1997
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/ John K. Otto
---------------------------------------
John K. Otto
Vice President, Chief Financial Officer
and Treasurer
Dated: December 15, 1997
2
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EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated December 15, 1997.
3
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EXHIBIT 99.1
[LETTERHEAD OF WHITTAKER CORPORATION]
Release: December 15, 1997
Contact: John K. Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION ANNOUNCES FOURTH QUARTER AND FY1997 RESULTS
SIMI VALLEY, CA, DECEMBER 15, 1997 -- Whittaker Corporation (NYSE: WKR)
today announced the results of its operations for fiscal 1997 and the fourth
quarter ended October 31, 1997.
"It was a year of difficult and costly restructuring. We divested our
defense electronics business and strengthened our core aerospace units such
that we expect a strong resurgence of profit from our continuing operations
in 1998. In spite of the challenges we faced in 1997," continued Joseph F.
Alibrandi, Chairman and Chief Executive Officer, "we reduced our bank debt by
$32,000,000, and we expect to continue to aggressively reduce debt further in
1998. Our core aerospace businesses are performing well on plan so far into
the first half of our first quarter and our aerospace backlog is
substantially higher than it was at this time last year. We regret the
painful cost to our stockholders and employees of this difficult year, but we
are confident that our performance in 1998 will confirm that the efforts of
1997 will be rewarded."
During the fourth quarter of 1997, the Company decided to sell its
Xyplex Networks unit and, on September 30, 1997, the Company sold its defense
electronics unit to Condor Systems, Inc. These units are included as
discontinued operations in the Company's financial statements for the current
and past periods. The Company's decision to sell these units implemented the
Company's previously announced strategy to reduce debt and to explore
strategic options. Proceeds from the sale of the defense electronics unit
were used to reduce bank debt. The decision to sell Xyplex Networks followed
the Company's evaluation of its core strengths in the aerospace industry.
Thus, the Company's financial statements for fiscal 1997 and the fourth
quarter of 1997 report the operating results and balance sheet items of its
discontinued operations separately from its continuing operations.
CONTINUING OPERATIONS
---------------------
Sales from the Company's continuing Aerospace and Integration Services
units for fiscal 1997 were $95,133,000, down from $98,647,000 for 1996.
Operating loss of continuing business segments for 1997 amounted to $122,000,
compared to operating profit of $20,076,000 in the prior year. Loss from
continuing operations for 1997 amounted to $32,930,000, or $2.95 per share,
compared to income of $9,817,000, or $.93 per share, a year earlier.
<PAGE>
Sales from continuing operations for the fourth quarter of 1997 were
$28,482,000, up from $28,110,000 a year ago. Operating profit of continuing
business segments for the quarter amounted to $1,069,000, down from
$5,066,000 in the prior year. Loss from continuing operations for the
quarter amounted to $17,828,000, or $1.60 per share, compared to income of
$894,000, or $.08 per share, a year earlier.
DISCONTINUED OPERATIONS
-----------------------
The loss from the Company's discontinued Xyplex Networks and defense
electronics units amounted to $122,452,000, or $10.99 per share, and
$57,930,000, or $5.18 per share, for the fiscal year and fourth quarter of
1997, respectively. Included in the loss from discontinued operations for
the fiscal year and fourth quarter of 1997, was a charge of $55,703,000 to
write down the assets of Xyplex Networks to their estimated net realizable
value. For the fiscal year and fourth quarter of 1996, the loss from
discontinued operations was $26,944,000, or $2.55 per share, and $9,075,000,
or $.79 per share, respectively. A loss on disposal of discontinued
operations amounting to $4,791,000, or $0.43 per share, is being reported for
the fiscal year and fourth quarter of 1997.
EXTRAORDINARY ITEMS
-------------------
In the fourth quarter of 1997, the Company recorded an after-tax charge
of $3,409,000, or $0.31 per share, for the write-off of the unamortized
portion of debt issuance costs in connection with the substantial
modification of its credit agreement. This charge has been reflected in the
Company's income statement as an extraordinary item.
RESULTS OF CONTINUING AND DISCONTINUED OPERATIONS
-------------------------------------------------
Net loss for continuing and discontinued operations for fiscal 1997
amounted to $163,582,000, or $14.68 per share, compared with a loss of
$17,127,000, or $1.62 per share for 1996. Net loss for the fourth quarter of
1997 amounted to $83,958,000, or $7.52 per share, compared to a loss of
$8,181,000, or $.71 per share, last year.
CREDIT AGREEMENT
----------------
The Company is currently discussing with its bank lending group an
extension of the waiver of non-compliance with financial ratio covenants in
its credit agreement. The Company's current waiver expires on December 31,
1997.
Statements made herein that are not based on historical fact are
"forward looking statements" within the meaning of the Private Litigation
Reform Act of 1995. Actual results could differ from these forward looking
statements for many reasons including failure to retain customers or to
attract new customers, development of competing products, and delays in
developing new products and markets.
Whittaker Corporation develops innovative fluid control and fire safety
systems for aerospace and industrial applications and turnkey data networking
solutions for hospitals and other enterprises. For additional information on
Whittaker, contact the Internet Home Page at http://www.wkr.com.
# # #
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WHITTAKER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
($ IN 000, EXCEPT FOR PER SHARE DATA)
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR
ENDED OCTOBER 31, ENDED OCTOBER 31,
1997 1996 1997 1996
---------- ------------ ----------- ------------
(RESTATED) (RESTATED)
<S> <C> <C> <C> <C>
Sales............................................... $ 28,482 $ 28,110 $ 95,133 $ 98,647
Costs and expenses
Cost of sales..................................... 20,372 14,178 67,308 50,355
Engineering and development....................... 248 375 965 1,398
Selling, general and administrative............... 6,793 8,291 26,982 26,618
Restructuring costs............................... -- 200 -- 200
---------- ------------ ----------- ------------
Operating profit (loss) 1,069 5,066 (122) 20,076
Interest expense.................................. 4,471 3,941 18,299 10,937
Interest income................................... (106) (198) (456) (6,295)
Write down of asset held for sale or
development..................................... 15,677 -- 15,677 --
Other expense..................................... 3,062 342 3,495 684
---------- ------------ ----------- ------------
Income (loss) from continuing operations before
extraordinary item and provision (benefit) for
taxes.............................................. (22,035) 981 (37,137) 14,750
Provision (benefit) for taxes....................... (4,207) 87 (4,207) 4,933
---------- ------------ ----------- ------------
Income (loss) from continuing operations before
extraordinary item................................. (17,828) 894 (32,930) 9,817
Discontinued operations
Loss from discontinued operations................. (57,930) (9,075) (122,452) (26,944)
Loss on disposal of discontinued operations....... (4,791) -- (4,791) --
Extraordinary item (less income tax benefit
of $224).......................................... (3,409) -- (3,409) --
---------- ------------ ----------- ------------
Net loss............................................ $ (83,958) $ (8,181) $ (163,582) $ (17,127)
========== ============ =========== ============
Average common and common
equivalent shares outstanding (000)............... 11,165 11,588 11,144 10,569
========== ============ =========== ============
Income (loss) per share
Continuing operations............................. $ (1.60) $ 0.08 $ (2.95) $ 0.93
Discontinued operations
Loss from discontinued operations............... (5.18) (0.79) (10.99) (2.55)
Loss on disposal of discontinued operations..... $ (0.43) -- $ (0.43) --
Extraordinary item................................ (0.31) -- (0.31) --
---------- ------------ ----------- ------------
Net loss............................................ $ (7.52) $ (.71) $ (14.68) $ (1.62)
========== ============ =========== ============
</TABLE>
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WHITTAKER CORPORATION
CONSOLIDATED BALANCE SHEETS
($ IN 000)
<TABLE>
<CAPTION>
AT OCTOBER 31, AT OCTOBER 31,
1997 1996
---------------- ---------------
(UNAUDITED) (RESTATED)
<S> <C> <C>
ASSETS
Current Assets
- --------------
Cash $ 6,366 $ 1,566
Receivables 27,337 33,252
Inventories 37,032 31,225
Other current assets 914 728
Income taxes recoverable 3,238 5,443
Deferred income taxes 11,244 8,079
Net current assets of discontinued operations 7,766 41,834
--------- ---------
Total Current Assets 93,897 122,127
--------- ---------
Property and equipment, at cost 31,381 36,837
Less accumulated depreciation and amortization (21,550) (19,323)
--------- ---------
Net Property and Equipment 9,831 17,514
--------- ---------
Other Assets
- ------------
Goodwill, net of amortization 14,032 14,387
Other intangible assets, net of amortization 1,119 1,362
Notes and other noncurrent receivables 3,443 2,898
Other noncurrent assets 7,672 11,327
Net assets held for sale or development 15,214 31,129
Net noncurrent assets of discontinued operations 22,234 139,704
--------- ---------
Total Other Assets 63,714 200,807
--------- ---------
Total Assets $ 167,442 $ 340,448
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Current maturities of long-term debt $ 129,353 $ 161,482
Accounts payable 9,579 7,225
Accrued liabilities 31,331 19,151
--------- ---------
Total Current Liabilities 170,263 187,858
--------- ---------
Other Liabilities
- -----------------
Long-term debt 222 453
Other noncurrent liabilities 12,603 12,019
Deferred income taxes 15,077 8,982
--------- ---------
Total Other Liabilities 27,902 21,454
--------- ---------
Stockholders' Equity
- --------------------
Capital stock
Preferred stock 1 1
Common Stock 112 110
Additional paid-in capital 72,041 70,321
Retained earnings (deficit) (102,877) 60,704
--------- ---------
Total Stockholders' Equity (Deficit) (30,723) 131,136
--------- ---------
Total Liabilities and Stockholders' Equity $ 167,442 $ 340,448
========= =========
</TABLE>
<PAGE>
WHITTAKER CORPORATION
INDUSTRY SEGMENT DATA
($ IN 000)
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR
ENDED OCTOBER 31, ENDED OCTOBER 31,
1997 1996 1997 1996
--------- ------------ ---------- ------------
(RESTATED) (RESTATED)
<S> <C> <C> <C> <C>
SALES:
Aerospace................................ $ 26,345 $ 28,110 $ 89,782 $ 98,647
Integration Services..................... 2,137 -- 5,351 --
--------- ---------- ---------- ----------
$ 28,482 $ 28,110 $ 95,133 $ 98,647
========= ========== ========== =========
OPERATING PROFIT (LOSS):
Aerospace................................ $ 3,966 $ 8,433 $ 15,634 $ 30,512
Integration Services..................... (257) -- (4,961) --
Corporate and Other...................... (2,640) (3,367) (10,795) (10,436)
--------- ---------- ---------- ----------
$ 1,069 $ 5,066 $ (122) $ 20,076
========= ============ ========== =========
</TABLE>
