Drs Technologies Inc - Current report filing (8-K)
08 Agosto 2008 - 8:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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
8, 2008 (August 8, 2008)
DRS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-08533
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13-2632319
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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5 Sylvan Way, Parsippany, New Jersey 07054
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(Address of principal executive offices)
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(973) 898-1500
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
___________________________________________________________________
ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 8, 2008, DRS Technologies, Inc. (“DRS”) announced financial
results for its fiscal 2009 first quarter ended June 30, 2008. The press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The press release includes the non-GAAP financial measures “EBITDA” and
“free cash flow.” We reference these non-GAAP financial measures
frequently in our decision-making because it provides supplemental
information that facilitates internal comparisons to historical
operating performance of prior periods and external comparisons to
competitors’ historical operating performance.
We define EBITDA as net earnings before net interest and related
expenses (primarily the amortization and write-off of debt premium and
issuance costs), income taxes, depreciation and amortization. EBITDA is
presented as additional information because we believe it to be a useful
indicator of an entity’s debt capacity and its ability to service its
debt. EBITDA is not a substitute for operating income, net earnings or
cash flows provided by operating activities, as determined in accordance
with generally accepted accounting principles (GAAP). EBITDA is not a
complete cash flow measure because EBITDA is a measure of liquidity that
does not include reductions for cash payments for an entity’s obligation
to service its debt, fund its working capital, business acquisitions and
capital expenditures, and pay its income taxes. Rather, EBITDA is one
potential indicator of an entity’s ability to fund these cash
requirements. EBITDA also is not a complete measure of an entity’s
profitability because it does not include costs and expenses for
depreciation and amortization, interest and related expenses, and income
taxes.
We disclose free cash flow because we believe that it is a measurement
of cash flow generated that is available for investing and financing
activities. Free cash flow is defined as net cash provided by operating
activities less capital expenditures. We believe that the most directly
comparable GAAP financial measure to free cash flow is net cash provided
by operating activities. Free cash flow represents cash generated after
paying for interest on borrowings, income taxes, capital expenditures
and changes in working capital, but before repaying outstanding debt,
investing cash to acquire businesses and making other strategic
investments. Thus, key assumptions underlying free cash flow are that
the Company will be able to refinance its existing debt when it matures
with new debt and that the Company will be able to finance any new
acquisitions it makes by raising new debt or equity capital.
The information furnished pursuant to this Current Report on Form 8-K
shall be considered to be “filed” under the Securities Exchange Act of
1934, as amended (other than information under the headings “New
Contract Awards and Backlog” and “Definitive Merger Agreement,” and
information related to organic revenue growth and projections regarding
future performance).
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
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The following press release is included as an exhibit to this report:
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Exhibit No.
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Description
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99.1
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DRS Technologies, Inc. Press Release (including financial tables),
dated August 8, 2008.
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DRS
TECHNOLOGIES, INC.
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.
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DRS TECHNOLOGIES, INC.
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(Registrant)
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Date:
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August 8, 2008
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By:
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/s/ RICHARD A. SCHNEIDER
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Richard A. Schneider
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Executive Vice President, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No.
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Description
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99.1
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DRS Technologies, Inc. Press Release (including financial tables),
dated August 8, 2008.
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