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): February 12, 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
www.drs.com
(Address of principal executive offices and Internet site)
(973) 898-1500
(Registrant's telephone number, including area code)
----------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following press release is included as an exhibit to this report
furnished pursuant to Item 12:
Exhibit No. Description
___________ ___________
99.1 DRS Technologies, Inc. Press Release (including financial
tables) dated February 12, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 12, 2004, DRS Technologies, Inc. announced financial results for the
third quarter and nine-month period of fiscal 2004 ended December 31, 2003. 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 include these non-GAAP financial measures because they provide
supplemental information that facilitates internal comparisons to historical
operating performance of prior periods. 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.
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.
----------------------
(Registrant)
Date: February 12, 2004 By:
/s/ RICHARD A. SCHNEIDER
------------------------
Richard A. Schneider
Executive Vice President, Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 DRS Technologies, Inc. Press Release (including financial tables)
dated February 12, 2004.