<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 14, 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 December 14, 1998, the Registrant announced its earnings for its fiscal
year ended October 31, 1998 and for its fourth quarter of 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 December 14, 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: December 14, 1998
2
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EXHIBIT INDEX
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Exhibit No. Description
----------- -----------
99.1 Press Release, dated December 14, 1998.
3
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EXHIBIT 99.1
[LOGO OF WHITTAKER]
NEWS RELEASE
WHITTAKER CORPORATION
1955 N. Surveyor Avenue, Simi Valley, California 93063
805/526-5700
Release: December 14, 1998
Contact: John Otto
Chief Financial Officer
(805) 526-5700, ext. 662
WHITTAKER CORPORATION ANNOUNCES FOURTH QUARTER AND FY1998 RESULTS
SIMI VALLEY, CA, DECEMBER 14, 1998--Whittaker Corporation (NYSE: WKR) today
announced the results of its operations for fiscal 1998 and the fourth quarter
ended October 31, 1998.
Commenting on the year, Joseph F. Alibrandi, Chairman and Chief Executive
Officer, said, "Whittaker had an outstanding year in 1998. During the year, our
two aerospace businesses achieved record sales and operating profits, debt was
reduced by over $68 million, and nonaerospace assets were divested. With strong
cash flow, a credit facility with over $36 million of availability and a strong
market position, Whittaker is well positioned to grow in 1999."
CONTINUING OPERATIONS
- ---------------------
Sales from continuing operations for fiscal 1998 were $131,477,000,
compared to $89,782,000 for fiscal 1997. Operating profit from continuing
operations for 1998 was $39,358,000, compared to an operating loss of
$10,838,000 in the prior year. Operating profit for 1997 included a $15,677,000
writedown of an asset held for sale to its estimated fair value. Income from
continuing operations for 1998 was $40,090,000, or $3.56 per share (which
included benefits from prior year tax losses of $27,801,000, or $2.47 per
share), compared to a loss from continuing operations of $28,287,000, or $2.54
per share, for the prior year.
Sales from continuing operations for the fourth quarter of 1998 were
$35,517,000, up from $26,345,000 in the fourth quarter of 1997. Operating
profit from continuing operations for the fourth quarter of 1998 was
$12,009,000, compared to an operating loss of $14,351,000 a year ago. Income
from continuing operations for the fourth quarter of 1998 was $3,840,000, or
$0.34 per share, compared to a loss from continuing operations of $17,889,000,
or $1.60 per share, for the fourth quarter of 1997. Included in the 1998 fourth
quarter income from continuing operations is a writedown of $2,200,000, or $0.19
per share, of the value of certain securities received in connection with the
sale of Whittaker Xyplex, Inc. in the first quarter of 1998.
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DISCONTINUED OPERATIONS
- -----------------------
The loss from discontinued operations for fiscal 1998 of $773,000, or $0.07
per share, includes the after-tax results of the Company's discontinued
Integration Services business and benefits from prior year tax losses of
$1,087,000. For fiscal 1997, the loss from discontinued operations, which
included the Integration Services business and the Company's previously
discontinued Communications segment and defense electronics unit, was
$127,095,000, or $11.40 per share. For the fourth quarter of 1998, the loss
from discontinued operations was $203,000, or $0.02 per share, compared to a
loss of $57,869,000, or $5.18 per share, in the prior year.
The gain of $9,221,000 on the disposal of discontinued operations for 1998
reflects primarily the after-tax gain on the sale of Whittaker Xyplex, Inc.
during the first quarter of 1998 partially offset by adjustments in the fourth
quarter of 1998 to the previously recorded values of certain assets and
liabilities related to divested operations.
* * *
Statements made herein that are not based on historical fact are "forward
looking statements" within the meaning of the Private Litigation Reform Act of
1995. Actual results could differ from these forward looking statements for
many reasons including failure to retain customers or to attract new customers,
development of competing products, delays in developing new products and
markets, and the cyclical nature of the aerospace industry.
Whittaker Corporation develops innovative fluid control and fire safety
systems for aerospace and industrial applications. For additional information
on Whittaker, contact the Internet Home Page at http://www.whittaker.com.
# # #
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WHITTAKER CORPORATION
Consolidated Statements of Income
($ IN 000)
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR
ENDED OCTOBER 31, ENDED OCTOBER 31,
1998 1997 1998 1997
--------- ---------- ---------- ----------
(restated) (restated)
<S> <C> <C> <C> <C>
Sales................................................ $35,517 $ 26,345 $131,477 $ 89,782
Costs and expenses
Cost of sales....................................... 15,830 19,474 65,915 60,549
Engineering and development......................... 166 197 757 894
Selling, general and administrative................. 7,512 5,348 25,447 23,500
Writedown of asset held for sale.................... -- 15,677 -- 15,677
------- -------- -------- ---------
Operating Profit (Loss) 12,009 (14,351) 39,358 (10,838)
Interest expense.................................... 1,606 4,471 12,059 18,299
Interest income..................................... (717) (94) (1,914) (444)
Other expense....................................... 4,688 3,062 6,725 3,495
------- -------- -------- ---------
Income (loss) from continuing operations before
provision (benefit) for taxes....................... 6,432 (21,790) 22,488 (32,188)
Provision (benefit) for taxes........................ 2,592 (3,901) (17,602) (3,901)
------- -------- -------- ---------
Income (loss) from continuing operations............. 3,840 (17,889) 40,090 (28,287)
Discontinued operations
Loss from discontinued operations................... (203) (57,869) (773) (127,095)
Gain (loss) on disposal of discontinued operations.. (864) (4,791) 9,221 (4,791)
Extraordinary item, less income
tax benefit of $224............................... -- (3,409) -- (3,409)
------- -------- -------- ---------
Net income (loss).................................... $ 2,773 $(83,958) $ 48,538 $(163,582)
======= ======== ======== =========
Average common shares outstanding (000).............. 11,338 11,165 11,264 11,144
======= ======== ======== =========
Basic income (loss) per share
Continuing operations............................... $ 0.34 $ (1.60) $ 3.56 $ (2.54)
Discontinued operations
Loss from discontinued operations.................. (0.02) (5.18) (0.07) (11.40)
Gain (loss) on disposal of discontinued operations. (0.08) (0.43) 0.82 (0.43)
Extraordinary item................................. -- (0.31) -- (0.31)
------- -------- -------- ---------
Net income (loss) per share.......................... $ 0.24 $ (7.52) $ 4.31 $ (14.68)
======= ======== ======== =========
Diluted income (loss) per share
Continuing operations............................... $ 0.32 $ (1.60) $ 3.30 $ (2.54)
Discontinued operations
Loss from discontinued operations.................. (0.02) (5.18) (0.06) (11.40)
Gain (loss) on disposal of discontinued operations. (0.07) (0.43) 0.74 (0.43)
Extraordinary item................................. -- (0.31) -- (0.31)
------- -------- -------- ---------
Net income (loss) per share.......................... $ 0.23 $ (7.52) $ 3.98 $ (14.68)
======= ======== ======== =========
</TABLE>
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WHITTAKER CORPORATION
Consolidated Balance Sheets
($ in 000)
<TABLE>
<CAPTION>
AT OCTOBER 31, AT OCTOBER 31,
1998 1997
-------------- --------------
(UNAUDITED) (RESTATED)
<S> <C> <C>
ASSETS
- ------
Current Assets
- --------------
Cash.................................................... $ -- $ 6,366
Receivables............................................. 19,415 23,702
Inventories............................................. 42,060 37,009
Other current assets.................................... 2,578 772
Income taxes recoverable................................ 195 3,238
Deferred income taxes................................... 21,800 11,244
Net current assets of discontinued operations........... -- 7,057
-------- ---------
Total Current Assets.................................... 86,048 89,388
-------- ---------
Property and equipment, at cost......................... 30,462 29,896
Less accumulated depreciation and amortization.......... (20,623) (20,433)
-------- ---------
Net Property and Equipment.............................. 9,839 9,463
-------- ---------
Other Assets
- ------------
Goodwill, net of amortization........................... 13,677 14,032
Other intangible assets, net of amortization............ 922 1,106
Notes and other noncurrent receivables.................. 3,152 3,443
Other noncurrent assets................................. 7,726 7,637
Net assets held for sale................................ 15,214 15,214
Net noncurrent assets of discontinued operations........ -- 22,650
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Total Other Assets...................................... 40,691 64,082
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Total Assets $136,578 $ 162,933
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
- -------------------
Current maturities of long-term debt.................... $ 1,043 $ 129,353
Accounts payable........................................ 6,457 9,086
Accrued liabilities..................................... 30,039 27,315
-------- ---------
Total Current Liabilities............................... 37,539 165,754
-------- ---------
Other Liabilities
- -----------------
Long-term debt.......................................... 60,368 222
Other noncurrent liabilities............................ 13,933 12,603
Deferred income taxes................................... 1,260 15,077
-------- ---------
Total Other Liabilities................................. 75,561 27,902
-------- ---------
Stockholders' Equity
- --------------------
Capital stock
Preferred stock........................................ 1 1
Common Stock........................................... 113 112
Additional paid-in capital.............................. 77,703 72,041
Retained deficit........................................ (54,339) (102,877)
-------- ---------
Total Stockholders' Equity (Deficit).................... 23,478 (30,723)
-------- ---------
Total Liabilities and Stockholders' Equity $136,578 $ 162,933
======== =========
</TABLE>
