<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 31, 1998
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 August 31, 1998, the Registrant announced its earnings for its third
fiscal quarter ended July 31, 1998. 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 31, 1998.
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/ Lynne M. O. Brickner
---------------------------------------
Lynne M. O. Brickner
Vice President, Secretary and General Counsel
Dated: August 31, 1998
2
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EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated August 31, 1998.
3
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EXHIBIT 99.1
[LOGO OF WHITTAKER CORPORATION APPEARS HERE]
NEWS RELEASE
WHITTAKER CORPORATION
1955 N. Surveyor Avenue, Simi Valley, California 93063
805/526-5700
Release: August 31, 1998
Contact: John Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION ANNOUNCES THIRD QUARTER FY1998 RESULTS
SIMI VALLEY, CA, AUGUST 31, 1998--Whittaker Corporation (NYSE: WKR) today
announced the results of its operations for the third quarter ended July 31,
1998.
Commenting on the quarter, Joseph F. Alibrandi, Chairman and Chief
Executive Officer said, "Whittaker Corporation is having an outstanding year in
1998. Sales and operating profits continue to be at historically high levels,
cash flow is strong and the future outlook for our business is favorable. With
the completion of our divestiture program, we can now focus on further growth
and improvement in our aerospace core."
SALE OF INTEGRATION SERVICES BUSINESS
- -------------------------------------
During the third quarter of 1998, the Company decided to sell its
Integration Services business, Aviant Information, Inc. The results of
operations and balance sheet items of this business for the current and past
periods are included in discontinued operations in the Company's financial
statements. On August 20, 1998, the Company sold the assets and business of
Aviant Information, Inc. to Enterprise Consulting Group, Inc., a wholly-owned
subsidiary of Superior Consultant Holdings Corporation.
INCOME TAXES
- ------------
During the third quarter of 1998, the Company determined that, because of
the improved 1998 operating results and the favorable outlook for future
operating results, previously recorded valuation allowances against benefits
from prior year operating tax losses were no longer appropriate. Consequently,
the Company reversed all such valuation allowances at the end of the third
quarter.
CONTINUING OPERATIONS
- ---------------------
Sales from continuing operations for the current quarter were $33,937,000,
compared to $22,519,000 for the third quarter of fiscal year 1997. Operating
profit from continuing operations for the third quarter of 1998 was $11,142,000,
compared to $649,000 for the third quarter last year. Income from continuing
operations for the current quarter was $28,578,000, or $2.53 per share (which
included benefits from prior year tax losses of $23,083,000, or $2.04 per
share), compared to a loss from continuing operations of $4,289,000, or $0.38
per share, for the third quarter last year.
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For the nine-month period ended July 31, 1998, sales from continuing
operations were $95,960,000, compared to $63,437,000 for the previous year.
Operating profit from continuing operations for the first nine months of 1998
was $27,349,000, compared to $3,513,000 for the first nine months of 1997. For
the first nine months of 1998, income from continuing operations was
$36,250,000, or $3.22 per share (which included benefits from prior year tax
losses of $25,697,000, or $2.29 per share), compared to a loss from continuing
operations of $10,398,000, or $0.93 per share for the first nine months of 1997.
DISCONTINUED OPERATIONS
- -----------------------
The gain or loss from discontinued operations for the third quarter and
first nine months of 1998 includes the after-tax results of the Company's
discontinued Integration Services business and benefits from prior year tax
losses of $1,087,000. The gain from discontinued operations for the third
quarter of 1998 was $917,000, or $0.08 per share. For the nine months of 1998,
the loss from discontinued operations was $570,000, or $0.05 per share. For the
third quarter and first nine months of 1997, the loss from discontinued
operations, which included the Integration Services business and the Company's
previously discontinued Xyplex Networks and defense electronics units, was
$22,809,000, or $2.05 per share and $69,226,000, or $6.22 per share,
respectively.
The gain of $10,085,000 on the disposal of discontinued operations for the
nine months of 1998 reflects primarily the after-tax gain on the sale of
Whittaker Xyplex, Inc. during the first quarter of 1998.
* * *
Statements made herein that are not based on historical fact are "forward
looking statements" within the meaning of the Private Litigation Reform Act of
1995. Actual results could differ from these forward looking statements for
many reasons including failure to retain customers or to attract new customers,
development of competing products, delays in developing new products and
markets, and the cyclical nature of the aerospace industry.
Whittaker Corporation develops innovative fluid control and fire safety
systems for aerospace and industrial applications. For additional information
on Whittaker, contact the Internet Home Page at http://www.wkr.com.
# # #
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WHITTAKER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
($ IN 000)
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED JULY 31, ENDED JULY 31,
1998 1997 1998 1997
---------- ------------ ---------- ------------
(restated) (restated)
<S> <C> <C> <C> <C>
Sales................................................ $ 33,937 $ 22,519 $ 95,960 $ 63,437
Costs and expenses
Cost of sales....................................... 16,114 16,035 50,085 41,075
Engineering and development......................... 190 189 591 697
Selling, general and administrative................. 6,491 5,646 17,935 18,152
-------- -------- ------- ---------
Operating Profit 11,142 649 27,349 3,513
Interest expense.................................... 2,310 5,471 10,453 13,828
Interest income..................................... (217) (104) (1,197) (350)
Other expense....................................... 786 (429) 2,037 433
-------- -------- ------- ---------
Income (loss) from continuing operations before 8,263 (4,289) 16,056 (10,398)
provision (benefit) for taxes.......................
Benefit for taxes.................................... (20,315) -- (20,194) --
-------- -------- -------- ---------
Income (loss) from continuing operations............. 28,578 (4,289) 36,250 (10,398)
Discontinued operations
Gain (loss) from discontinued operations............ 917 (22,809) (570) (69,226)
Gain on disposal of discontinued operations......... -- -- 10,085 --
-------- -------- -------- ---------
Net income (loss).................................... $ 29,495 $(27,098) $ 45,765 $(79,624)
======== ======== ======== =========
Average common shares outstanding (000).............. 11,295 11,149 11,241 11,136
======== ======== ======== =========
Basic income (loss) per share
Continuing operations............................... $ 2.53 $ (0.38) $ 3.22 $ (0.93)
Discontinued operations
Gain (loss) from discontinued operations........... 0.08 (2.05) (0.05) (6.22)
Gain on disposal of discontinued operations........ -- -- 0.90 --
-------- -------- -------- ---------
Net income (loss) per share.......................... $ 2.61 $ (2.43) $ 4.07 $ (7.15)
======== ======== ======== =========
Diluted income (loss) per share
Continuing operations............................... $ 2.29 $ (0.38) $ 2.99 $ (0.93)
Discontinued operations
Gain (loss) from discontinued operations........... 0.07 (2.05) (0.05) (6.22)
Gain on disposal of discontinued operations........ -- -- 0.82 --
-------- -------- -------- ---------
Net income (loss) per share.......................... $ 2.36 $ (2.43) $ 3.76 $ (7.15)
======== ======== ======== =========
</TABLE>
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WHITTAKER CORPORATION
CONSOLIDATED BALANCE SHEETS
($ IN 000)
<TABLE>
<CAPTION>
AT JULY 31, AT OCTOBER 31,
1998 1997
--------------- ---------------
(UNAUDITED) (RESTATED)
<S> <C> <C>
ASSETS
- ------
Current Assets
- --------------
Cash.................................................... $ 1,076 $ 6,366
Receivables............................................. 21,667 23,702
Inventories............................................. 41,655 37,009
Other current assets.................................... 1,346 772
Income taxes recoverable................................ 5,150 3,238
Deferred income taxes................................... 21,721 11,244
Net current assets of discontinued operations........... (1,065) 7,057
-------- --------
Total Current Assets.................................... 91,550 89,388
-------- --------
Property and equipment, at cost......................... 30,065 29,896
Less accumulated depreciation and amortization.......... (20,354) (20,433)
-------- --------
Net Property and Equipment.............................. 9,711 9,463
-------- --------
Other Assets
- ------------
Goodwill, net of amortization........................... 13,765 14,032
Other intangible assets, net of amortization............ 981 1,106
Notes and other noncurrent receivables.................. 3,209 3,443
Other noncurrent assets................................. 9,934 7,637
Net assets held for sale................................ 15,214 15,214
Net noncurrent assets of discontinued operations........ 342 22,650
-------- --------
Total Other Assets...................................... 43,445 64,082
-------- --------
Total Assets $144,706 $162,933
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
- -------------------
Current maturities of long-term debt.................... $ 1,228 $129,353
Accounts payable........................................ 6,857 9,086
Accrued liabilities..................................... 23,205 27,315
-------- --------
Total Current Liabilities............................... 31,290 165,754
-------- --------
Other Liabilities
- -----------------
Long-term debt.......................................... 80,018 222
Other noncurrent liabilities............................ 12,724 12,603
Deferred income taxes................................... 96 15,077
-------- --------
Total Other Liabilities................................. 92,838 27,902
-------- --------
Stockholders' Equity
- --------------------
Capital stock
Preferred stock........................................ 1 1
Common Stock........................................... 113 112
Additional paid-in capital.............................. 77,576 72,041
Retained deficit........................................ (57,112) (102,877)
-------- --------
Total Stockholders' Equity (Deficit).................... 20,578 (30,723)
-------- --------
Total Liabilities and Stockholders' Equity $144,706 $162,933
======== ========
</TABLE>
