UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 2006
(November 3, 2006)
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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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 3, 2006, DRS Technologies, Inc. announced financial results for the
second quarter and first six months of fiscal 2007 ended September 30, 2006. 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 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 "Outlook," and information related to organic revenue growth and
projections regarding future performance).
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 3, 2006.
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 3, 2006 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 3, 2006.