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): November 5, 2004
DRS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-08533 13-2632319
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of principal executive offices)
(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))
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SECTION 2. FINANCIAL INFORMATION
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 5, 2004, DRS Technologies, Inc. announced financial results for
the second quarter of fiscal 2005 ended September 30, 2004. 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 amortization of debt 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 from 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 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
(including the exhibits hereto) shall not be considered "filed" under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended, or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following press release is included as an exhibit to this report:
Exhibit No. Description
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99.1 DRS Technologies, Inc. Press Release (including financial
tables) dated November 5, 2004.
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 thereunto duly authorized.
DRS TECHNOLOGIES, INC.
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(Registrant)
Date: November 5, 2004 By:
/s/ RICHARD A. SCHNEIDER
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Richard A. Schneider
Executive Vice President, Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 DRS Technologies, Inc. Press Release (including financial
tables) dated November 5, 2004.