<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE
QUARTERLY PERIOD ENDED APRIL 30, 1997
Commission file number 0-20609
WHITTAKER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4033076
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1955 N. Surveyor Avenue 93063
Simi Valley, California (Zip Code)
(Address of principal executive offices)
(805) 526-5700
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [_]
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date: 11,149,473 shares, par value
$.01 per share, as of April 30, 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WHITTAKER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
($ in 000, except for per share amounts)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended April 30, Ended April 30,
1997 1996 1997 1996
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Sales................................... $ 44,732 $ 47,605 $ 94,787 $ 92,025
Costs and expenses
Cost of sales......................... 27,166 27,484 60,146 52,384
Engineering and development........... 3,710 3,882 8,630 6,977
Selling, general and administrative... 20,952 15,280 42,226 27,015
Goodwill and other intangibles
impairment charge.................... 22,068 -- 22,068 --
Acquired in-process research and --
development........................... -- 11,700 -- 11,700
Restructuring costs................... -- 540 5,268 540
---------- ---------- ---------- ---------
Operating Loss.......................... (29,164) (11,281) (43,551) (6,591)
Interest expense...................... 4,537 2,031 8,376 3,686
Interest income....................... (114) (5,460) (263) (5,622)
Other expense......................... 856 45 862 46
---------- ---------- ---------- ---------
Loss before benefit for taxes........... (34,443) (7,897) (52,526) (4,701)
Benefit for taxes....................... -- (3,007) -- (1,701)
---------- ---------- ---------- ---------
Net loss................................ $ (34,443) $ (4,890) $ (52,526) $ (3,000)
========== ========== ========== =========
Average common and common
equivalent shares outstanding (000)..... 11,149 9,471 11,131 9,136
========== ========== ========== =========
Loss per share.......................... $ (3.09) $ (0.52) $ (4.72) $ (0.33)
========== ========== ========== =========
</TABLE>
Unaudited
See Notes to Consolidated Condensed Financial Statements
(2)
<PAGE>
WHITTAKER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in 000)
<TABLE>
<CAPTION>
Unaudited
At April 30, At October 31,
1997 1996
--------------- -----------------
<S> <C> <C>
ASSETS
Current Assets
- --------------
Cash $ 211 $ 1,566
Receivables 56,865 74,258
Inventories 51,365 46,087
Other current assets 3,806 2,319
Income taxes recoverable 3,943 5,443
Deferred income taxes 13,878 17,928
--------------- -----------------
Total Current Assets 130,068 147,601
--------------- -----------------
Property and equipment, at cost 62,358 89,787
Less accumulated depreciation and
amortization (39,614) (46,421)
--------------- -----------------
Net Property and Equipment 22,744 43,366
--------------- -----------------
Other Assets
- ------------
Goodwill, net of amortization 78,225 95,003
Other intangible assets, net of
amortization 34,704 45,422
Notes and other noncurrent receivables 2,357 2,898
Other noncurrent assets 12,977 14,065
Net assets held for sale or development 32,491 31,129
--------------- -----------------
Total Other Assets 160,754 188,517
--------------- -----------------
Total Assets $ 313,566 $ 379,484
=============== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Current maturities of long-term debt $ 144,519 $ 161,482
Accounts payable 21,367 13,830
Accrued liabilities 37,840 38,020
--------------- -----------------
Total Current Liabilities 203,726 213,332
--------------- -----------------
Other Liabilities
- -----------------
Long-term debt 283 453
Other noncurrent liabilities 11,622 12,019
Deferred income taxes 18,609 22,544
--------------- -----------------
Total Other Liabilities 30,514 35,016
--------------- -----------------
Stockholders' Equity
- --------------------
Capital stock
Preferred stock 1 1
Common Stock 111 110
Additional paid-in capital 71,036 70,321
Retained earnings 8,178 60,704
--------------- -----------------
Total Stockholders' Equity 79,326 131,136
--------------- -----------------
Total Liabilities and Stockholders'
Equity $ 313,566 $ 379,484
=============== =================
</TABLE>
See Notes to Consolidated Condensed Financial Statements
(3)
<PAGE>
WHITTAKER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ in 000)
<TABLE>
<CAPTION>
For the Six Months
Ended April 30,
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss................................ $ (52,526) $ (3,000)
Adjustments to reconcile net loss to
net cash provided (used) by operating
activities:
Depreciation and amortization........... 11,032 6,322
Goodwill and other intangibles
impairment charge...................... 22,068 --
Net periodic pension expense (income)... 294 (120)
Acquired in-process research and
development............................ -- 11,700
Decrease (increase) in income taxes
recoverable............................ 1,500 (2,744)
Change in deferred taxes................ 115 (4,938)
Changes in operating assets and
liabilities:
Decrease in receivables................. 17,180 5,304
Increase in inventories and other
current assets......................... (6,765) (5,151)
Increase (decrease) in accounts payable
and other liabilities.................. 7,357 (3,601)
---------- ----------
Net cash provided by operating
activities............................. 255 3,772
---------- ----------
INVESTING ACTIVITIES
Sale of property, plant and equipment... 18,161 --
Purchase of property, plant and
equipment.............................. (2,806) (2,536)
Purchased business...................... -- (69,210)
Net decrease in notes receivable........ 754 903
Increase in assets held for sale or
development............................ (1,362) (2,169)
Other items, net........................ (355) (49)
---------- ----------
Net cash provided (used) by investing
activities............................. 14,392 (73,061)
---------- ----------
FINANCING ACTIVITIES
Borrowing related to new credit
agreement.............................. -- 135,000
Paydown related to previous credit
agreement.............................. -- (60,750)
Payment of term debt and other
decreases in debt, net................. (17,133) (148)
Deferred debt costs..................... 415 (3,185)
Other items, net........................ 716 142
---------- ----------
Net cash provided (used) by financing
activities............................. (16,002) 71,059
---------- ----------
Net increase (decrease) in cash......... (1,355) 1,770
Cash at beginning of year............... 1,566 161
---------- ----------
Cash at end of period................... $ 211 $ 1,931
========== ==========
Supplemental disclosure of cash flow
information:
Cash paid during the year for:
Interest............................. $ 8,331 $ 3,033
========== ==========
Income taxes......................... $ 162 $ 150
========== ==========
</TABLE>
Unaudited
See Notes to Consolidated Condensed Financial Statements
(4)
<PAGE>
WHITTAKER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
The accompanying consolidated condensed financial statements of Whittaker
Corporation ("Whittaker" or the "Company") and its subsidiaries have been
prepared in conformity with generally accepted accounting principles, consistent
in all material respects with those applied in the Annual Report on Form 10-K
for the year ended October 31, 1996. The interim financial information is
unaudited, but reflects all adjustments which are of a normal recurring nature
and, in the opinion of management, necessary to provide a fair statement of the
results for the interim periods presented. The preparation of financial
statements in conformity with generally accepted accounting principles may
require management to make certain estimates and assumptions that could affect
the amounts reported in the financial statements and accompanying notes. These
estimates and assumptions include, among other things, future costs to complete
long-term contracts, valuation of slow moving or obsolete inventories and
amounts of estimated liabilities for contingent losses and future costs of
litigation. Actual costs could differ from these estimates. The interim
financial statements should be read in conjunction with the financial statements
and related notes in the Company's Annual Report on Form 10-K for the year ended
October 31, 1996. The results of operations for interim periods are not
necessarily indicative of the results of operations for the full year.
Primary earnings per share are computed based on the weighted average number
of common and common equivalent shares outstanding except in those periods where
the inclusion of average common equivalent shares would be antidilutive. Common
stock equivalents include Series D Participating Convertible Preferred Stock
("Series D Preferred Stock") on an if converted basis, and dilutive employee
stock options calculated using the treasury stock method. Fully diluted
earnings per share include the additional potential dilutive effects of employee
stock options under the treasury stock method except in periods where the
inclusion of such additional shares would be antidilutive. The additional
shares outstanding, assuming the conversion of the convertible debt, are
included in all periods where the effect is dilutive. Fully diluted earnings per
share are not presented because the calculations result in dilution of less than
3%.
Note 2. Acquisitions
On April 10, 1996, the Company acquired all of the capital stock of Xyplex,
Inc. ("Xyplex"), a wholly-owned subsidiary of Raytheon Company ("Raytheon").
Xyplex is a producer of high-speed internetworking equipment, terminal servers
and shared media products for business local area networks. Xyplex also
provides remote access products that interconnect with phone companies' wide
area networks. The purchase price was $67.5 million in cash, subject to certain
adjustments, and $50.0 million in the form of 1,974,333 newly issued shares of
the Company's common stock. Other direct costs associated with the acquisition
were approximately $1.4 million. The cash paid to Raytheon was obtained from
the Company's bank lending group pursuant to an amendment to the Company's
existing credit facility entered into on April 10, 1996.
The Xyplex acquisition was accounted for as a purchase and the balance sheet
of Xyplex was combined with the Company's balance sheet as of April 30, 1996.
The transaction resulted in the acquisition of intangible assets valued at $39.2
million which are being amortized on a straight-line basis over periods ranging
from five to fifteen years and goodwill of $62.8 million which is being
amortized on a straight-line basis over twenty years. Acquired in-process
research and development valued at $11.7 million was expensed at the acquisition
date. The Company also assumed accrued liabilities of $16.6 million at the
acquisition date. Prior to closing, Xyplex forgave the intercompany receivable
due from Raytheon. Based on the Company's current projections, the undiscounted
future cash flows from the Xyplex operation appear sufficient to recover the
current carrying value of the intangible assets and goodwill. The Company
intends to continue to evaluate the performance and cash flow projections of
Xyplex as well as its technological positioning in the enterprise edge market.
There can be no assurance that such evaluations will not result in the write-off
or acceleration of the amortization of these intangible assets and goodwill in
future periods.
(5)
<PAGE>
WHITTAKER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Acquisitions - Continued
The accompanying consolidated financial statements reflect the operating
results of Xyplex since the effective date of the acquisition. The unaudited
pro forma results of operations for the six months ended April 30, 1996,
assuming the consummation of the purchase as of November 1, 1995, are summarized
below. The writeoff of acquired in-process research and development of $11.7
million is not reflected in these results (in thousands except per share
amounts):
<TABLE>
<CAPTION>
For the Six Months
Ended April 30,
1996
------------------
<S> <C>
Net sales $ 147,017
Net loss $ (1,333)
Loss per share $ (0.12)
</TABLE>
Note 3. Inventories
Inventories consisted of the following:
<TABLE>
<CAPTION>
($ in 000)
April 30, October 31,
1997 1996
--------------- --------------
<S> <C> <C>
Parts and materials $ 24,847 $ 22,482
Work in process 19,761 14,162
Finished goods 7,886 8,349
Costs relating to long-term contracts 571 1,289
Unliquidated progress billings (1,700) (195)
--------------- --------------
$ 51,365 $ 46,087
=============== ==============
</TABLE>
Note 4. Commitments and Contingencies
In certain years, after evaluating the availability and cost of insurance,
the Company did not purchase insurance for certain risks, including workers'
compensation and product liability. Consequently, the Company is without
insurance for various risks, including product liability for certain products it
previously manufactured. The Company currently has workers' compensation
insurance and product liability insurance for products it currently
manufactures. The Company's insurance carriers have taken the position that in
certain cases the Company is uninsured for environmental matters, a position
that the Company disputes in certain instances.
As a result primarily of the activities of its discontinued operations, the
Company is a potentially responsible party in a number of actions filed under
the Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA"). CERCLA, also known as "Superfund," is the main Federal law enacted
to address public health and environmental concerns arising with respect to the
past treatment and disposal of hazardous substances. The Company is also a
potentially responsible party in a number of other actions brought under state
laws patterned after CERCLA. In nearly all of these matters, the Company
contributed a small amount (generally less than 1%) of the total treated or
disposed of waste. In addition to the CERCLA and similar actions described
above, the Company also, from time to time, conducts or participates in remedial
investigations and cleanup activities at facilities currently or formerly
occupied by its operating units. There are also various other claims and suits
pending against the Company.
(6)
<PAGE>
WHITTAKER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Commitments and Contingencies - Continued
At April 30, 1997, the Company had provided for its aggregate liability
related to various claims, including uninsured risks and potential claims in
connection with the environmental matters noted above but excluding the
environmental remediation activities related to its property located in the City
of Santa Clarita, California. The amounts provided on the Company's books for
contingencies, including environmental matters, are recorded at gross amounts.
Because of the uncertainty with respect to the amount of probable insurance
recoveries, these potential insurance recoveries are not taken into account as a
reduction of those amounts provided unless an insurance carrier has agreed to
such coverage. The Company has made cash expenditures of approximately $0.6
million for these environmental matters during the six months ended April 30,
1997. The Company does not anticipate that these matters will have a material
adverse effect on the Company's financial position, or on its ability to meet
its working capital and capital expenditure needs. Although the Company has
recorded estimated liabilities for contingent losses, including uninsured risks
and claims in connection with environmental matters, in accordance with
generally accepted accounting principles, the absence of or denial of various
insurance coverages and the filing of future environmental claims which are
unknown to the Company at this time represent a potential exposure for the
Company, and the net income of the Company in future periods could be adversely
affected if uninsured losses in excess of amounts recorded were to be incurred.
Note 5. Long-Term Debt
On April 10, 1996, the Company and its existing agent bank entered into an
amendment to the Company's credit agreement pursuant to which the amount of the
credit facility was increased to $170.0 million and all of the credit
commitments under the agreement were assigned to the agent bank. Commitments
under the credit agreement were subsequently syndicated to ten additional banks.
At April 30, 1997, the credit facility consisted of an $85.0 million revolving
credit facility that expires in April 2001, of which the Company was permitted
to utilize $82.0 million and a $59.2 million term loan payable in quarterly
installments until 2001. Interest on loans outstanding under the credit
agreement is based on the agent bank's prime rate, and, at April 30, 1997, the
increment over the prime rate was based on the level of debt of the Company. At
April 30, 1997, the annual interest rate was prime plus 2.25% and interest was
payable monthly. The Company is obligated to pay letter of credit fees which,
at April 30, 1997, ranged between 3.625% per annum and 4.125% per annum on the
aggregate amount of outstanding letters of credit, and commitment fees on the
unused amount of the revolving credit facility. Additional borrowings under the
credit facility will be used to fund future working capital and other corporate
requirements. At April 30, 1997, the Company had $8.6 million of letters of
credit outstanding and unused and available credit of $3.4 million under its
revolving credit facility.
The Company's obligations under the credit agreement are secured by a pledge
of shares of stock of subsidiaries of the Company, accounts receivable,
inventory, equipment, intellectual property and other assets of the Company and
its subsidiaries. The agreement includes four financial ratio covenants with
respect to financial leverage, cash flow, and net worth. At April 30, 1997, the
Company was not in compliance with any of the financial ratio covenants. The
Company has obtained waivers of the defaults up to, but not including June 30,
1997. The most recent waiver dated as of May 30, 1997 increased the interest
rate on outstanding loans to prime plus 3.25%, increased the letter of credit
fees by .25% per annum, and increased to $83.0 million the amount of the
revolving credit facility that the Company may utilize during the waiver period.
There can be no assurance that in future periods the Company will be in
compliance with any of the financial covenants contained in its credit
agreement, or that additional waivers of the financial covenants will be
obtained. There can be no assurance that any future waivers would contain terms
which would be as favorable to the Company as, or would materially differ from,
waivers granted in the past. Consequently, bank debt in the amount of $118.3
million, which otherwise would have been classified as noncurrent, has been
classified as current. Acceleration of the debt under the credit agreement by
the bank lending group upon the Company's failure to comply with a financial
covenant would be an event of default under the $15 million 7% convertible
subordinated note issued to Hughes Electronics Corporation. Because of this
possible cross default, the entire $15 million principal balance of the 7%
convertible subordinated note has been classified as current debt.
(7)
<PAGE>
WHITTAKER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5. Long-Term Debt - Continued
Under the Company's 7% convertible subordinated note, the Company may not pay
or declare cash dividends or redeem shares of the Company if the Company's
tangible net worth is less than $15 million. As of April 30, 1996, the
Company's tangible net worth was less than $15 million and the Company has not
paid or declared dividends (including the quarterly dividend for the Series D
Preferred Stock) or redeemed shares since that date. However, dividends on the
Series D Preferred Stock have been accrued since that date.
In order to reduce the risk of higher interest expense under the Company's
credit agreement that could result from an increase in the level of market
interest rates, the Company in June 1996 purchased an interest rate cap with an
initial notional amount of $42.5 million. Under the terms of the interest rate
cap, the Company will receive a payment at the end of each quarterly period, as
defined in the interest rate cap agreement, if three-month LIBOR at the
beginning of the period exceeds 7.5%. The amount of such payment will be the
interest for such period on the notional amount of the interest rate cap at the
beginning of such period calculated using an interest rate equal to the positive
difference, if any, between LIBOR at the beginning of such period and 7.5%. The
interest rate cap expires in July 1999. The cost of this interest rate cap is
being amortized over its 37-month term. At April 30, 1997, the unamortized cost
was $197 thousand.
On February 26, 1997, the Company concluded the sale and leaseback of its
Simi Valley facilities. The net proceeds of $17.4 million from the sale were
used to prepay term debt under the Company's credit agreement. The initial
lease term covers the fifteen year period ending February 28, 2012 and calls for
rent escalations of 6% every three years beginning with the fourth year.
Note 6. Business Segments
The Company develops specialized aerospace and electronics technologies to
create products and customer solutions for aircraft, defense, communications and
industrial markets. The Company operates in two business segments: Aerospace,
which designs, manufactures, and distributes a wide variety of fluid control
devices and fire detection systems, as well as defense electronics products and
systems, and Communications, which designs, develops, and markets a
comprehensive line of networking products and services.
Operating profit (loss) is total revenue less operating expenses. General
corporate expenses have not been allocated to the business segments and are
shown as a separate expense element of operating profit (loss) to reconcile to
consolidated operating profit (loss). The three-month and six-month 1997
Communications segment operating results include an impairment charge of $22.1
million related to the goodwill and other intangibles recorded in connection
with the 1995 acquisition of Hughes LAN Systems, Inc. (see Note 8).
Communications segment operating results for the first six months of 1997
reflect restructuring costs of $5.3 million (see Note 7). Aerospace and
Communications segment operating results for the first six months of 1997 also
reflect one-time charges of $2.0 million and $2.7 million, respectively, for the
write-down of inventories, relocation costs and other costs in connection with
the move of the Aerospace Concord, California operation to Simi Valley,
California and the restructuring and move of the Communications Santa Clara,
California operation to Littleton, Massachusetts.
Information about the Company's operations by business segment for the
periods ended April 30, 1997 and 1996 follows ($ in thousands):
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended April 30, Ended April 30,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales:
Aerospace...................... $ 24,117 $ 33,396 $ 49,457 $ 62,506
Communications................. 20,615 14,209 45,330 29,519
---------- ---------- ---------- ----------
$ 44,732 $ 47,605 $ 94,787 $ 92,025
========== ========== ========== ==========
Operating profit (loss):
Aerospace...................... $ 2,881 $ 6,079 $ 5,709 $ 12,254
Communications................. (28,781) (15,098) (43,647) (14,801)
Corporate and Other............ (3,264) (2,262) (5,613) (4,044)
---------- ---------- ---------- ----------
$ (29,164) $ (11,281) $ (43,551) $ (6,591)
========== ========== ========== ==========
</TABLE>
(8)
<PAGE>
WHITTAKER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 7. Restructuring Costs
During the first six months of 1997, the Company's Communications segment
recognized restructuring costs aggregating $5.3 million. This charge was taken
to cover the costs of closing its Santa Clara, California facility and
integrating that operation into its Littleton, Massachusetts facility. These
costs include severance payments to approximately 75 employees, the write-down
of idle fixed assets to net realizable value and other costs associated with the
closedown of the Santa Clara facility. The Enterprise Hub product line formerly
sold and supported from the Santa Clara facility will be sold through Xyplex
Networks sales channels and will continue to be supported from the Littleton
facility. During the first six months of 1997, charges made against the
restructuring reserve included severance payments of $2.2 million, fixed asset
writedowns of $1.4 million, site closing costs of $0.4 million and other costs
of $0.5 million.
Note 8. Impairment Charge
The 1995 purchase by the Company of the capital stock of Hughes LAN Systems,
Inc. resulted in the acquisition of goodwill and other intangible assets.
Current projections show that the undiscounted future cash flows from this
acquired business will be insufficient to recover the current carrying value of
the goodwill and other intangible assets. Thus, in the second quarter of 1997,
the Company recorded an impairment charge of $22.1 million. The Company has
evaluated and intends to continue to evaluate the performance and cash flow
projections of Xyplex as well as the technological positioning of Xyplex in the
enterprise edge market. There can be no assurance that such evaluations will
not result in the write-off or acceleration of the amortization of the goodwill
and other intangibles recorded in connection with the Company's 1996 acquisition
of Xyplex, Inc.
(9)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Recent Developments
- -------------------
The Company has engaged financial advisors to assist the Company in its
exploration of strategic options, including the disposition of Xyplex and its
defense electronics unit. The Company has not received any offers of purchase.
However, discussions are continuing with potential acquirers and the Company
cannot predict if such dispositions will occur or the amount of cash such
dispositions would generate. Under the terms of the Company's credit agreement,
the net proceeds of such dispositions are required to be applied to the
prepayment of the Company's term loan. In addition, strategic options being
considered may include the acquisition of the Company by purchase or merger.
Results of Operations
- ---------------------
Comparison of Three Months Ended April 30, 1997 and 1996
Sales. The Company's second quarter 1997 sales of $44.7 million decreased by
$2.9 million (6.0%) over second quarter sales in the prior fiscal year. Sales
generated by the Company's Communications segment increased by $6.4 million,
primarily as a result of the acquisition of Xyplex, Inc. ("Xyplex") on April
10, 1996, partially offset by decreased sales of Enterprise Hub related
products.
The Company's Aerospace segment sales for the second quarter of fiscal 1997
were down $9.3 million (27.8%) from the same period in 1996, because of reduced
sales of defense electronics products, reduced sales from contracts qualifying,
under the Company's current policy, for revenue recognition using the percentage
of completion method and reduced sales of certain industrial products. New
aircraft production is on the rise which may contribute to an improved business
climate for related Aerospace products.
Gross Margin. The Company's gross margin for the second quarter of 1997 as a
percentage of sales was 39.3%, compared with 42.3% for the second quarter of
1996. The second quarter 1997 gross margin consists of Communications segment
gross margin of $9.7 million (47.0% of sales), and Aerospace segment gross
margin of $7.9 million (32.7% of sales). Communications segment gross margin as
a percentage of sales decreased from 48.1% in 1996 due to inefficiencies
associated with reduced sales volume of Enterprise Hub products. Aerospace
segment gross margin as a percentage of sales decreased from 39.8% in 1996 to
32.7% in 1997 primarily reflecting higher than anticipated costs associated with
the move of the Concord, California operation to Simi Valley, California, lower
sales volume of fluid control devices and decreased margins on defense
electronic products.
Engineering and Development. Engineering and development expenses for the
second quarter of 1997 decreased slightly from the second quarter of 1996. The
second quarter 1997 engineering and development expenses consisted of
Communications segment expenses of $3.3 million (16.1% of sales) and Aerospace
segment expenses of $0.4 million (1.6% of sales). The 1997 Communications
segment engineering and development expenses included the expenses of Xyplex for
the full quarter while the 1996 results reflected the costs only from the date
of acquisition. This increase was offset by reduced spending on Enterprise Hub
related products. To maintain its competitive market position in the
Communications segment, the Company expects to continue to invest a significant
amount of its resources in the development of new Communications products and
product enhancements. The Company anticipates that engineering and development
expenditures by its Communications segment in 1997 will, as a percentage of
sales, be less than 1996 levels. Aerospace segment engineering and development
expenses for the second quarter decreased by $0.1 million from 1996 to 1997.
(10)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Results of Operations (Continued)
- ---------------------------------
Selling, General and Administrative. Selling, general and administrative
expenses (SG&A) for the second quarter of 1997 increased by $5.7 million from
the second quarter of 1996, from 32.1% of sales in 1996 to 46.8% of sales in
1997. Communications segment SG&A expenses increased by $6.2 million from
second quarter 1996 to second quarter 1997 due primarily to the inclusion of
Xyplex SG&A expenses since its acquisition on April 10, 1996, partially offset
by reduced spending for Enterprise Hub related products. Communications segment
SG&A expenses for the second quarter of 1997 were $13.1 million (63.4% of
sales), which included amortization expense of $2.6 million related to goodwill
and intangible assets, compared with SG&A expenses of $6.9 million (48.3% of
sales), which included amortization expense of $1.1 million related to goodwill
and intangible assets, for the second quarter of 1996. Aerospace segment SG&A
expenses were $4.6 million (19.1% of sales) for the second quarter of 1997
compared to $6.2 million (18.4% of sales) for the same period in 1996,
reflecting primarily reduced management incentive costs and headcount.
The 1995 purchase by the Company of the stock of Hughes LAN Systems resulted
in the acquisition of goodwill and other intangible assets. Current projections
show that the undiscounted future cash flows from this acquired business will be
insufficient to recover the current carrying value of the goodwill and other
intangible assets. Thus, in the second quarter of 1997, the Company recorded an
impairment charge of $22.1 million.
Interest Expense. Interest expense increased to $4.5 million for the second
quarter of 1997 from $2.0 million in the same period of 1996 primarily as a
result of incremental debt related to the acquisition of Xyplex.
Other Expense. Other expense, in the second quarter of 1997, increased by
$0.8 million over the same period of 1996 reflecting the writedown of a current
asset to its net realizable value and the settlement of a claim against the
Company in excess of its related loss reserve.
Income Taxes. In compliance with FASB 109, the Company has established a
full valuation allowance against its potential carry forward benefits. The
Company will continue to offset income tax benefits with this valuation
allowance until such time as its pretax profits would allow for the elimination
of this allowance.
Comparison of Six Months Ended April 30, 1997 and 1996
Sales. The Company's sales for the six months ended April 30, 1997 of $94.8
million increased by $2.8 million (3.0%) over sales in the same period of the
prior fiscal year. Sales generated by the Company's Communications segment
increased by $15.8 million, primarily as a result of the acquisition of Xyplex,
Inc. partially offset by decreased sales of Enterprise Hub related products
reflecting the negative effect associated with the restructuring and move of its
Santa Clara, California operations to its Littleton, Massachusetts facility.
The Company's Aerospace segment sales for the first six months of fiscal 1997
were down $13.0 million (20.9%) from the same period in 1996, due to reduced
sales of defense electronics products, reduced sales from contracts qualifying,
under the Company's current policy, for revenue recognition using the percentage
of completion method and reduced sales of certain industrial products.
Increased emphasis has been placed on expanding sales from overhaul repairs,
retrofits, upgrades and spare components to end-users such as airlines, cargo
carriers, maintenance stations, military bases and government agencies. New
aircraft production is on the rise, which may contribute to an improved business
climate for related Aerospace products.
Gross Margin. The Company's gross margin for the first six months of 1997 as
a percentage of sales was 36.5%, compared with 43.1% for the first six months of
1996. The 1997 gross margin consists of Communications segment gross margin of
$18.5 million (40.8% of sales), and Aerospace segment gross margin of $16.1
million (32.6% of sales). Communications segment gross margin as a percentage
of sales decreased from 46.9% in 1996 to 40.8% in 1997 primarily because of
inventory write-downs in connection with the restructuring and move of
operations from Santa Clara to Littleton. Aerospace segment gross margin as a
percentage of sales decreased from 41.3% in 1996 to 32.6% in 1997 primarily
reflecting increased costs associated with the move of the Concord, California
operation to Simi Valley, California, lower sales volume of fluid control
devices and decreased margins on defense electronic products. Without the move
costs and inventory write-downs, the 1997 Communications and Aerospace segments
gross margins, as a percent of sales, would have been 50.2% and 36.1%,
respectively.
(11)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Results of Operations (Continued)
- ---------------------------------
Engineering and Development. Engineering and development expenses for the
first six months of 1997 increased by $1.7 million from the first six months of
1996. The 1997 engineering and development expenses consist of Communications
segment expenses of $8.0 million (17.6% of sales) and Aerospace segment expenses
of $0.6 million (1.3% of sales). Communications segment engineering and
development expenses increased by $2.5 million from 1996 to 1997 primarily due
to the inclusion of Xyplex's engineering and development expenses since its
acquisition on April 10, 1996, partially offset by reduced spending for
Enterprise Hub related products. To maintain its competitive market position in
the Communications segment, the Company expects to continue to invest a
significant amount of its resources in the development of new Communications
products and product enhancements. The Company anticipates that engineering and
development expenditures by its Communications segment in 1997 will, as a
percentage of sales, be less than 1996 levels. Aerospace segment engineering
and development expenses decreased by $0.9 million from 1996 to 1997.
Selling, General and Administrative. Selling, general and administrative
expenses (SG&A) for the first six months of 1997 increased by $15.2 million from
the first six months of 1996, from 29.4% of sales in 1996 to 44.5% of sales in
1997. Communications segment SG&A expenses increased by $15.3 million from
first six months 1996 to first six months 1997 due primarily to the inclusion of
Xyplex SG&A expenses since its acquisition on April 10, 1996. Communications
segment SG&A expenses for the first six months of 1997 were $26.8 million (59.2%
of sales), which included amortization expense of $5.2 million related to
goodwill and intangible assets, compared with SG&A expenses of $11.5 million
(39.0% of sales), which included amortization expense of $1.6 million related to
goodwill and intangible assets, for the first six months of 1996. Aerospace
segment SG&A expenses were $9.8 million (19.8% of sales) for the first six
months of 1997 compared to $11.5 million (18.4% of sales) for the same period in
1996.
The 1995 purchase by the Company of the stock of Hughes LAN Systems resulted
in the acquisition of goodwill and other intangible assets. Current projections
show that the undiscounted future cash flows from this acquired business will be
insufficient to recover the current carrying value of the goodwill and other
intangible assets. Thus, in the second quarter of 1997, the Company recorded an
impairment charge of $22.1 million.
Restructuring Costs. During the first six months of 1997, the Communications
segment recognized costs and related liabilities of $5.3 million in connection
with the integration of its Santa Clara, California operation into its
Littleton, Massachusetts facility. The liabilities include $2.2 million for
severance payments, $2.1 million for facility closedown costs and $1.0 million
for the write-off of other assets and other costs. During the first six months
of 1997, charges made against the restructuring reserve included severance
payments of $2.2 million, fixed asset writedowns of $1.4 million, site close
costs of $0.4 million and other costs of $0.5 million.
Interest Expense. Interest expense increased to $8.4 million for the first
six months of 1997 from $3.7 million in the same period of 1996 primarily as a
result of incremental debt related to the acquisition of Xyplex.
Other Expense. Other expense for the first six months of 1997 increased by
$0.8 million over the same period of 1996 reflecting the writedown of a current
asset to its net realizable value and the settlement of a claim against the
Company in excess of its related loss reserve.
Income Taxes. In compliance with FASB 109, the Company has established a
full valuation allowance against its potential carry forward benefits. The
Company will continue to offset income tax benefits with this valuation
allowance until such time as its pretax profits would allow for the elimination
of this allowance.
Operating Results. In addition to the impairment charge and restructuring
costs described above, the Company recognized other one-time charges in
connection with its overall streamlining and integration efforts. The
Communications segment incurred costs of $2.7 million for the writedown of
inventories which became excess or obsolete in connection with the restructuring
plan. The Aerospace segment incurred costs of $2.0 million for the closing and
move of its Concord, California facility to Simi Valley, California.
(12)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Results of Operations (Continued)
- --------------------------------
Acquisition
On April 10, 1996, the Company acquired all of the capital stock of Xyplex,
Inc. ("Xyplex"), a wholly-owned subsidiary of Raytheon Company ("Raytheon").
Xyplex is a producer of high-speed internetworking equipment, terminal servers
and shared media products for business local area networks. Xyplex also
provides remote access products that interconnect with phone companies' wide
area networks. The purchase price was $67.5 million in cash, subject to certain
adjustments, and $50.0 million in the form of 1,974,333 newly issued shares of
the Company's common stock. Other direct costs associated with the acquisition
were approximately $1.4 million. The cash paid to Raytheon was obtained from an
amendment to the Company's existing credit facility entered into on April 10,
1996.
The Xyplex acquisition was accounted for as a purchase and the balance sheet
of Xyplex was combined with the Company's balance sheet as of April 30, 1996.
The transaction resulted in the acquisition of intangible assets valued at $39.2
million which are being amortized on a straight-line basis over periods ranging
from five to 15 years, goodwill of $62.8 million which is being amortized on a
straight-line basis over 20 years. Acquired in-process research and development
valued at $11.7 million was expensed at the acquisition date. The Company also
assumed accrued liabilities of $16.6 million at the acquisition date. Prior to
closing, Xyplex forgave the intercompany receivable due from Raytheon. Based on
the Company's current projections, the undiscounted future cash flows from the
Xyplex operation appear sufficient to recover the current carrying value of the
intangible assets and goodwill. The Company intends to continue to evaluate the
performance and cash flow projections of Xyplex as well as its technological
positioning in the enterprise edge market. There can be no assurance that such
evaluations will not result in the write-off or acceleration of the amortization
of these intangible assets and goodwill in future periods.
Sales of Xyplex products and services contributed substantial revenues to the
Company beginning in the third fiscal quarter of 1996, as well as resulting in
increased operating expenses. A significant portion of the increase in
operating expenses for the three month and six month periods ended April 30,
1997 over the corresponding 1996 periods was due to the acquisition of Xyplex
and the integration of the Whittaker Communications, Inc. ("WCI") and Xyplex
operations.
Financial Condition and Liquidity
- ---------------------------------
On April 10, 1996, in conjunction with the purchase of Xyplex, the Company
amended and increased its bank credit facility and borrowed an additional $76.5
million under such facility. At that time the credit agreement consisted of an
$85.0 million revolving credit facility with a five-year term and an $85.0
million term loan repayable in quarterly installments over five years. The cash
payment to Raytheon Company for the purchase of Xyplex on April 10, 1996 was
$67.3 million.
(13)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Financial Condition and Liquidity (Continued)
- ---------------------------------------------
At April 30, 1997, the Company's debt totaled $144.8 million, which consisted
of $70.0 million of loans under the revolving credit facility, $59.2 million
under the term loan, $15.0 million of convertible subordinated debt, and $0.6
million of other debt. In addition, there were $8.6 million of letters of
credit outstanding under the revolving credit facility. The Company was not in
compliance with any of the four financial ratio covenants in its bank credit
agreement at April 30, 1997. The Company has obtained waivers of the defaults
up to, but not including June 30, 1997. The most recent waiver agreement dated
as of May 30, 1997 increased the interest rate on outstanding loans to prime
plus 3.25%, increased the letter of credit fees by .25% per annum, and increased
to $83.0 million the amount of the revolving credit facility that the Company
may utilize during the waiver period. The Company and its bank lending group
are currently discussing alternatives for reducing the Company's bank debt.
Some of these alternative measures may result in financing that is more
expensive than the Company's current bank financing. If a reduction of the bank
debt cannot be achieved, the bank lending group may elect to pursue its
remedies, including acceleration of the total bank indebtedness. There is no
assurance that in future periods, the Company will be in compliance with any of
the financial covenants contained in its credit agreement or that additional
waivers of the financial covenants will be obtained and, if obtained, that any
such waivers would contain terms which would be as favorable to the Company as,
or would materially differ from, waivers granted in the past. Consequently,
bank debt in the amount of $118.3 million, which otherwise would have been
classified as noncurrent, has been classified as current. Furthermore,
acceleration of the debt under the credit agreement by the bank lending group
upon the Company's failure to comply with a financial covenant would be an event
of default under the $15 million 7% convertible subordinated note issued by the
Company to Hughes Electronics Corporation as partial consideration for its
purchase of WCI in 1995. Because of this possible cross-default, the entire $15
million principal balance of the 7% convertible subordinated note has also been
classified as current debt. At April 30, 1997, the Company had unused and
available credit of $3.4 million under its revolving credit facility.
The Company believes that its existing cash and available credit under its
revolving credit facility will be adequate to meet future operating cash needs
through the waiver period. Thereafter, the Company may need additional
financing to meet its operating cash needs. However, there can be no assurance
that the Company will be able to obtain such additional financing.
Debt as a percent of total capitalization (stockholders' equity plus debt)
was 64.6% at April 30, 1997, compared with 55.3% at October 31, 1996. The
current ratio at April 30, 1997 was 0.64, compared with 0.69 at October 31,
1996, while working capital was ($73.7) million at April 30, 1997, compared with
($65.7) million at October 31, 1996. Excluding the debt reclassifications
discussed above, the current ratio would have been 1.85 and working capital
would have been $59.6 million at April 30, 1997 and at October 31, 1996 the
current ratio and working capital would have been 2.36 and $85.3 million.
Cash flow provided by operations for the first six months of 1997 was $0.3
million, compared to $3.8 million for the same period in 1996. The $3.5 million
decrease from 1996 to 1997 was due primarily to the increase in net loss
partially offset by the goodwill and other intangibles impairment charge,
decreases in accounts receivable, increases in operating liabilities and higher
depreciation and amortization.
Capital expenditures during the first six months of 1997 were $2.8 million,
compared to $2.5 million for the same period of 1996. At April 30, 1997, there
were approximately $3.9 million of approved capital expenditures outstanding for
the replacement and upgrade of existing plant and equipment at the Company's
various facilities. Funds for these and other capital expenditures are expected
to be provided from operations and advances under the credit agreement. Capital
expenditure amounts are a component of one of the financial ratio covenants
contained in the Company's credit agreement.
(14)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Financial Condition and Liquidity (Continued)
- ---------------------------------------------
The Company is evaluating the most advantageous means to realize the value of
a 996-acre parcel of land which was formerly used by a discontinued technology
unit. The land is located in the city of Santa Clarita, California,
approximately 35 miles from downtown Los Angeles. In September 1995, the City
granted entitlements necessary to develop this property as a mixed-use
residential, commercial, and light industrial development. The initial term of
the entitlements was ten years. In February 1996, the City approved a
development agreement which, among other things, extended the ten-year term of
the entitlements to over 20 years. Cash expenditures related to the
environmental remediation of this property were $1.0 million during the first
six months of 1997.
The Company believes that current real estate market conditions are less
likely to result in realization of the highest value of the property from a cash
sale than from either an agreement with a developer to participate in the
development of the property's infrastructure for sale of parcels to merchant
builders or from the Company's infrastructure development of the property
itself. There can be no assurance, however, that such a development agreement
will be reached or that the Company will have the financial and development
capabilities to develop the property itself. The Company believes that the
undiscounted cash flows from the development of this property will be sufficient
to recover its carrying value as well as the costs to complete remediation
activities.
On February 26, 1997, the Company concluded the sale and leaseback of its
Simi Valley facilities. The net proceeds of $17.4 million from the sale were
used to prepay term debt under the Company's credit agreement. The lease term
covers the fifteen year period ending February 28, 2012 and calls for rent
escalations of 6% every three years beginning with the fourth year.
Statements made herein that are not based on historical fact are "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. The risk factors that could cause actual results to differ
from the forward looking statements include delay in developing new programs and
products, inability to qualify for new programs or to develop new products, loss
of existing business and inability to attract new business and customers,
reduced spending by commercial and defense customers and development of
competing products.
(15)
<PAGE>
EXHIBITS TO PART I
- ------------------
I(a) Calculation of Earnings (Loss) Per Share.
(16)
<PAGE>
Exhibit I(a)
WHITTAKER CORPORATION
CALCULATION OF EARNINGS (LOSS) PER SHARE
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Six Months
Ended April 30,
1997 1996
---------- ---------
<S> <C> <C>
PRIMARY EARNINGS (LOSS) PER SHARE
Earnings (Loss)
Net loss $ (52,526) $ (3,000)
---------- ---------
Adjustments:
Net loss used in primary earnings per
share calculations $ (52,526) $ (3,000)
========== =========
Average Common and Common Equivalent Shares
Weighted average number of common
shares outstanding 11,131 9,136
Common equivalent shares:
Series D Participating Convertible
Preferred Stock -- --
Stock options included under treasury
stock method -- --
---------- ---------
TOTAL 11,131 9,136
========== =========
Primary Loss Per Share $ (4.72) $ (0.33)
========== =========
</TABLE>
NOTE
Loss per share has been computed based on the weighted average number of shares
outstanding during the periods. Common equivalent shares have been excluded from
the calculations as antidilutive. Common stock equivalents include Series D
Participating Convertible Preferred Stock on an if converted basis, and dilutive
employee stock options calculated using the treasury stock method.
Unaudited
(17)
<PAGE>
Exhibit I(a)
WHITTAKER CORPORATION
CALCULATION OF EARNINGS (LOSS) PER SHARE - (Continued)
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Six Months
Ended April 30,
1997 1996
---------- ---------
<S> <C> <C>
FULLY DILUTED EARNINGS (LOSS) PER SHARE
Earnings (Loss)
Net loss used in primary earnings per
share calculation (above) $ (52,526) $ (3,000)
Adjustments: ---------- ---------
Net loss used in fully diluted earnings
per share calculations $ (52,526) $ (3,000)
========== =========
Average Shares used to Calculate Fully
Diluted Earnings (Loss) Per Share
Average common and common equivalent
shares (above) 11,131 9,136
Add:
Additional stock options included
under treasury stock method -- --
Additional shares assuming conversion
of subordinated convertible debt -- --
---------- ---------
TOTAL 11,131 9,136
========== =========
Fully Diluted Loss Per Share $ (4.72) $ (0.33)
========== =========
</TABLE>
NOTES
Loss per share has been computed based on the weighted average number of common
shares outstanding during the periods. Common equivalent shares and the assumed
conversion of subordinated convertible debt have been excluded from the
calculations as antidilutive. Common stock equivalents include Series D
Participating Convertible Preferred Stock on an if converted basis, and dilutive
employee stock options calculated using the treasury stock method. Fully
diluted earnings per share do not include the additional potential dilutive
effect of employee stock options as inclusion of such amounts would be
antidilutive.
Unaudited
(18)
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Environmental Matters
As a result primarily of the activities of its discontinued operations, the
Company is a potentially responsible party in a number of actions filed under
the Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA"). CERCLA, also known as "Superfund," is the main Federal law enacted
to address public health and environmental concerns arising with respect to the
past treatment and disposal of hazardous substances. The Company is also a
potentially responsible party in a number of other actions brought under state
laws patterned after CERCLA. In nearly all of these matters, the Company
contributed a small amount (generally less than 1%) of the total treated or
disposed of waste. In addition to the CERCLA and similar actions described
above, the Company also, from time to time, conducts or participates in remedial
investigations and cleanup activities at facilities currently or formerly
occupied by its operating units.
Item 4. Submission of Matters to a Vote of Security-Holders
The Company's Annual Meeting of Stockholders was held on April 4, 1997. At
the Annual Meeting, the stockholders voted on the election of Jack L. Hancock,
Edward R. Muller and Malcolm T. Stamper as directors, amendments to the 1992
Stock Option Plan for Non-Employee Directors, and ratified the appointment of
Ernst & Young LLP as the Company's independent auditor for the fiscal year
ending October 31, 1997. The votes cast with respect to each of these matters
were as follows:
<TABLE>
<CAPTION>
Votes For Votes against or Withheld Abstentions Broker Non-Votes
--------- ------------------------- ----------- ----------------
<S> <C> <C> <C> <C>
1. Election of Directors
Jack L. Hancock 9,390,369 97,763 0 0
Edward R. Muller 9,391,511 96,621 0 0
Malcolm T. Stamper 9,388,436 99,696 0 0
2. Ratification of Amendments to 1992 6,819,659 2,538,177 129,669 0
Stock Option Plan for Non-Employee
Directors
3. Ratification of Appointment of
Ernst & Young LLP 9,403,742 41,939 42,451 0
</TABLE>
Directors elected at the meeting were Jack L. Hancock, Edward R. Muller and
Malcolm T. Stamper and directors whose term of office continued following the
Annual Meeting were Joseph F. Alibrandi, George H. Benter, Jr., George
Deukmejian and Gregory T. Parkos.
(19)
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. *
10.1 Fifth Amendment and Waiver, dated as of April 29, 1997, among
Registrant, NationsBank of Texas, N.A., as Agent, and the financial
institutions named therein as Lenders.
10.2 Sixth Amendment and Waiver, dated as of May 30, 1997, among
Registrant, NationsBank of Texas, N.A., as Agent, and the financial
institutions named therein as Lenders.
11. Statements re computation of per share earnings for the three months
ended April 30, 1997 (Exhibit I(a) of Part I to this Form 10-Q).
22. See Part II, Item 4 of this Form 10-Q.
27. Financial Data Schedule.
- ----------------
* Exhibits followed by a parenthetical reference are incorporated by
reference to the documents described therein.
(b) Reports on Form 8-K.
During the quarter ended April 30, 1997, the Company did not file any
reports on Form 8-K.
(20)
<PAGE>
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.
WHITTAKER CORPORATION
Date: June 12, 1997 By: /s/ Charles E. Barrantes
--------------------------------
Charles E. Barrantes
Vice President and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No.* Description Page
- ------- ----------- ----
<S> <C>
10.1 Fifth Amendment and Waiver, dated as of April 29, 1997, among
Registrant, NationsBank of Texas, N.A., as Agent, and the
financial institutions named therein as Lenders.
10.2 Sixth Amendment and Waiver, dated as of May 30, 1997, among
Registrant, NationsBank of Texas, N.A., as Agent, and the
financial institutions named therein as Lenders.
11. Statements re computation of per share earnings for the three
months ended April 30, 1997 (Exhibit I(a) of Part I to this
Form 10-Q).
22. See Part II, Item 4 of this Form 10-Q.
27. Financial Data Schedule.
</TABLE>
- --------------
* Exhibits followed by a parenthetical reference are incorporated by reference
to the documents described therein.
<PAGE>
EXHIBIT 10.1
FIFTH AMENDMENT AND WAIVER
TO WHITTAKER CORPORATION
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF APRIL 29, 1997
This FIFTH AMENDMENT AND WAIVER (the "Amendment") is among
WHITTAKER CORPORATION, a Delaware corporation (the "Borrower"), the Financial
Institutions party to the Credit Agreement referred to below (the "Lenders"),
and NATIONSBANK OF TEXAS, N.A., as agent (the "Agent") for the Lenders
thereunder.
PRELIMINARY STATEMENTS:
1. The Borrower, the Lenders, CIBC Inc., as co-agent, and the
Agent have entered into an Amended and Restated Credit Agreement dated as of
April 10, 1996 (as amended to date, the "Credit Agreement"; capitalized terms
used and not otherwise defined herein have the meanings assigned to such terms
in the Credit Agreement).
2. The Borrower has requested that the Lenders, among other
things, waive, during the period starting on and including April 29, 1997 to
(but not including) May 30, 1997 (the "Waiver Period"), any Default arising as a
result of non-compliance with Section 6.04(a), (b), (c) or (d) of the Credit
Agreement.
3. The Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower.
4. CIBC Inc. is no longer a party to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the
------------------------------
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 4 hereof, the Credit Agreement is hereby amended as follows:
(a) During the Waiver Period the definition of "Applicable
Margin" is amended and restated in its entirety as follows:
"APPLICABLE MARGIN" means 2.25% per annum until such
-----------------
time as the principal amount of Revolving Advances and Letter
of Credit Obligations shall be $80,500,000 or more, and 3.0%
per annum at all times on and after the date upon which
Revolving Advances and Letter of Credit Obligations shall be
$80,500,000 or more, notwithstanding any subsequent reduction
in the principal amount of Revolving Advances and Letter of
Credit Obligations to $80,500,000 or less.
(b) All references to "Co-Agent" in the Credit Agreement are
hereby deleted; henceforth, there shall be no Co-Agent under the Credit
Agreement.
(c) During the Waiver Period, the third sentence of Section
2.01(b) of the Credit Agreement is hereby amended and restated in its
entirety as follows:
1
<PAGE>
"Each Revolving Borrowing shall be in an aggregate
amount of $500,000 or an integral multiple of $500,000 in
excess thereof unless such Revolving Borrowing is in the
amount of the aggregate Unused Revolving Commitment of each
Revolving Lender and shall consist of Revolving Advances made
by the Revolving Lenders ratably according to their respective
Revolving Commitments."
(d) Notwithstanding anything to the contrary in Section
2.02(b) of the Credit Agreement, the Notice of Borrowing with respect
to the first Revolving Borrowing during the Waiver Period may in
Agent's discretion be made on notice received by the Agent from the
Borrower (pursuant to a Notice of Borrowing) not later than 12:00 noon
(Dallas, Texas time) on the Business Day of such Borrowing.
(e) During the Waiver Period, the proviso of Section 2.05(a)
is hereby amended to read as follows:
"Provided, however, that each partial prepayment
shall be in the aggregate principal amount of $500,000 or any
multiple of $500,000 in excess thereof."
(f) Notwithstanding anything in Section 2.06 to the contrary,
on and after the Effective Date, the unpaid principal amount of all
Advances shall bear interest, payable monthly in arrears on the last
Business Day of each month, commencing April 30, 1997, and, with
respect to Revolving Advances, on the Revolving Commitment Termination
Date, and, with respect to Term Advances, on the Termination Date, in
each case at a fluctuating interest rate per annum equal, subject to
Section 2.06(d), to the sum of the Base Rate in effect from time to
time plus the Applicable Margin in effect during the Waiver Period as
provided in paragraph (a) above.
(g) During the Waiver Period, notwithstanding anything to the
contrary in the Credit Agreement, the aggregate outstanding amount of
Revolving Advances plus Letter of Credit Obligations shall not exceed
$82,000,000.
(h) During the Waiver Period, Section 3.05(a) of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"SECTION 3.05. LETTER OF CREDIT COMPENSATION.
-----------------------------
(a) The Borrower shall pay to the Agent:
(i) for the account of the Issuing
Bank which Issues a Letter of Credit, an issuance fee
in an amount equal to 1/8 of 1% per annum of the
average daily Available Amount of such Letter of
Credit outstanding from time to time; and
(ii) for the account of each
Revolving Lender, a letter of credit fee with respect
to each Letter of Credit, in each case in an amount
equal to
(A) with respect to each
Financial Standby Letter of Credit, 4.00%
per annum of the amount of such Lender's
Revolving Pro Rata Share of the average
daily Available Amount of such Letter of
Credit outstanding from time to time;
2
<PAGE>
(B) with respect to each
Performance Standby Letter of Credit, 3.50%
per annum of the amount of such Lender's
Revolving Pro Rata Share of the average
daily Available Amount of such Letter of
Credit outstanding from time to time; and
(C) with respect to each
Commercial Letter of Credit, 0.25% of the
amount of such Lender's Revolving Pro Rata
Share of the Available Amount of such Letter
of Credit as of the date of Issuance
thereof.
The letter of credit and issuance fees payable under
this Section 3.05(a) shall be payable monthly on the
last Business Day of each month, commencing April 30,
1997, and on the Revolving Commitment Termination
Date except that the letter of credit fee payable
under Section 3.05(a)(ii)(C) shall be payable upon
issuance of the applicable Letter of Credit. For
purposes of computing any fees under this Section
3.05(a), the determination of the maximum amount
available to be drawn under a Letter of Credit at any
time shall assume strict compliance with all
conditions for drawing. Any fees paid pursuant to
this Section 3.05(a) are nonrefundable."
(i) During the Waiver Period, the permissive exceptions to the
prohibitions of Section 6.02(g) contained in Sections 6.02(g)(v),
6.02(g)(vi), and 6.02(g)(viii) are suspended.
SECTION 2. WAIVER. (a) Subject to the terms and conditions
------
hereof, Lenders hereby waive, but only during the Waiver Period, the Specified
Defaults (hereinafter defined); provided, however, that Lenders' waiver of the
-------- -------
Specified Defaults and their rights and remedies as a result of the occurrence
thereof shall not constitute and shall not be deemed to constitute a waiver of
any other Event of Default, whether arising as a result of further violations of
any provision of the Credit Agreement previously violated by the Borrower, or a
waiver of any rights and remedies arising as a result of such other Events of
Default. As used herein, "Specified Defaults" shall mean the failure of the
------------------
Borrower to comply with Sections 6.04(a), (b), (c) and (d) of the Credit
Agreement. At the end of the Waiver Period, the waiver of the Specified Defaults
will automatically terminate.
(b) In consideration of Lenders' waiver of the Specified Defaults and
certain other good and valuable consideration, the Borrower hereby expressly
acknowledges and agrees that neither it nor any Guarantor or Grantor has any
setoffs, counterclaims, adjustments, recoupments, defenses, claims or actions of
any character, whether contingent, non-contingent, liquidated, unliquidated,
fixed, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, known or unknown, against any Lender or Agent or any grounds or cause
for reduction, modification or subordination of the Obligations under the Loan
Documents or any liens or security interests of any Lender or the Agent. To the
extent the Borrower or any Guarantor or Grantor may possess any such setoffs,
counterclaims, adjustments, recoupments, claims, actions, grounds or causes, the
Borrower and each Guarantor and Grantor hereby waive, and hereby release each
Lender and Agent from, any and all such setoffs, counterclaims, adjustments,
recoupments, claims, actions, grounds and causes, such waiver and release being
with full knowledge and understanding of the circumstances and effects of such
waiver and release and after having consulted counsel with respect thereto.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall
---------------------------
not be effective until all proceedings of the Borrower taken in connection
herewith and the transactions contemplated hereby shall be satisfactory in form
and substance to Agent and Required Lenders, and each of the following
conditions precedent shall have been satisfied (the "Effective Date"):
3
<PAGE>
(a) The Agent has executed this Amendment and has received
counterparts of this Amendment executed by the Borrower and the
Required Lenders and counterparts of the Consent appended hereto (the
"Consent") executed by each of the Guarantors and Grantors (as defined
in the Security Agreement) listed therein (such Guarantors and
Grantors, together with the Borrower, each a "Loan Party" and,
collectively, the "Loan Parties");
(b) All fees and expenses, including legal and other
professional fees and expenses incurred, payable on or prior to the
date of this Amendment to Agent, including, without limitation, the
fees and expenses of its counsel, shall have been paid to the extent
that same had been billed prior to the date of this Amendment; and
(c) Agent and each Lender shall have received each of the
following:
(1) a written estimate of consolidated and
consolidating weekly cash flow of the Borrower and its
Subsidiaries for the weeks beginning May 19 and May 26, 1997,
in the form previously delivered to the Lenders for the five
weeks ended May 18, 1997, satisfactory to Required Lenders;
(2) a certificate of the Borrower certifying (i) as
to the accuracy, after giving effect to this Amendment, of the
representations and warranties set forth in Article V of the
Credit Agreement, the other Loan Documents and in this
Amendment, and (ii) that there exists no Default or Event of
Default, after giving effect to this Amendment and the
execution, delivery and performance of this Amendment will not
cause a Default or Event of Default; and
(3) such other documents, instruments, and
certificates, as Agent or Required Lenders shall deem
necessary or appropriate in connection with this Amendment and
the transactions contemplated hereby, including without
limitation copies of resolutions of the board of directors of
the Borrower authorizing the transactions contemplated by this
Amendment.
SECTION 4. CONDITIONS SUBSEQUENT. As conditions subsequent to the
---------------------
effectiveness of this Amendment and Waiver, Borrower shall deliver to Agent and
each Lender, in form and substance reasonably satisfactory to Agent, on or
before May 23, 1997, (a) a report from the Borrower and its advisors on the
status of all asset dispositions, and (b) a budget for the business presently
conducted by Xyplex, Inc. and in the Whittaker electronics systems group. Upon
Borrower's failure to make either such delivery, this Amendment will
automatically terminate and be of no further force and effect.
SECTION 5. REPRESENTATIONS AND WARRANTIES. The Borrower
------------------------------
represents and warrants as follows:
(a) AUTHORITY. The Borrower and each other Loan Party has the
---------
requisite corporate power and authority to execute and deliver this
Amendment or the Consent, as applicable, and to perform its obligations
hereunder and under the Loan Documents (as modified hereby) to which it
is a party. The execution, delivery and performance by the Borrower of
this Amendment and by each other Loan Party of the Consent, and the
performance by each Loan Party of each Loan Document to which it is a
party have been duly approved by all necessary corporate action of such
Loan Party and no other corporate proceedings on the part of such Loan
Party are necessary to consummate such transactions.
4
<PAGE>
(b) ENFORCEABILITY. This Amendment has been duly executed and
--------------
delivered by the Borrower. The Consent has been duly executed and
delivered by each Guarantor and Grantor. This Amendment and each Loan
Document (as modified hereby) is the legal, valid and binding
obligation of each Loan Party hereto or thereto, enforceable against
such Loan Party in accordance with its terms, and is in full force and
effect.
(c) REPRESENTATIONS AND WARRANTIES. The representations and
------------------------------
warranties contained in each Loan Document (other than any such
representations or warranties that, by their terms, are specifically
made as of a date other than the date hereof) are correct on and as of
the date hereof as though made on and as of the date hereof.
(d) NO DEFAULT. After giving effect to this Amendment, no
----------
event has occurred and is continuing that constitutes a Default or
Event of Default.
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a)
---------------------------------------------
Upon and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified hereby.
(b) Except as specifically modified above, the Credit
Agreement and all other Loan Documents are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of
all Secured Obligations under and as defined therein, in each case as amended
hereby.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as an
amendment of any right, power or remedy of any Lender or the Agent under any of
the Loan Documents, nor constitute an amendment of any provision of any of the
Loan Documents.
SECTION 7. FURTHER ASSURANCES. The Borrower shall execute and
------------------
deliver such further agreements, documents, instruments, and certificates in
form and substance satisfactory to Agent, as Agent or any Lender may deem
necessary or appropriate in connection with this Amendment.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be
-------------------------
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment or the Consent by telefacsimile shall be effective as
delivery of a manually executed counterpart of this Amendment or such Consent.
SECTION 9. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT
-------------------
PERMITTED BY LAW, EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
(WHETHER A CLAIM IN TORT, CONTRACT, EQUITY, OR OTHERWISE) ARISING UNDER OR
RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY RELATED MATTERS,
AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.
5
<PAGE>
SECTION 10. GOVERNING LAW. This Amendment shall be governed
-------------
by, and construed in accordance with, the laws of the State of New York.
[Remainder of page left intentionally blank. Signature pages follow.]
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
WHITTAKER CORPORATION,
a Delaware corporation
By: /s/ John K. Otto
-----------------------------------------
John K. Otto
Treasurer
NATIONSBANK OF TEXAS, N.A.,
as Agent
By: /s/ William E. Livingstone, IV
-----------------------------------------
William E. Livingstone, IV
Senior Vice President
Lenders:
--------
NATIONSBANK OF TEXAS, N.A.
By: /s/ William E. Livingstone, IV
-----------------------------------------
William E. Livingstone, IV
Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Lori Y. Kannegieter
-----------------------------------------
Lori Y. Kannegieter, Managing Director
CITY NATIONAL BANK, N.A.
By: /s/ Gregory J. Meis
-----------------------------------------
Gregory J. Meis, Vice President
COMERICA BANK-CALIFORNIA
By: /s/ Scott Smith
-----------------------------------------
Scott Smith, Vice President
<PAGE>
DK ACQUISITION PARTNERS, L.P.
By: M.H. DAVIDSON & CO., its general partner
By: /s/ M. J. Leffell
-----------------------------------------
M. J. Leffell
GOLDMAN SACHS CREDIT PARTNERS L.P.
By: /s/ John Urban
-----------------------------------------
John Urban
IMPERIAL BANK
By:
-----------------------------------------
Title:
MERRILL LYNCH PIERCE FENNER & SMITH
By: /s/ Victor Khoslu
-----------------------------------------
Victor Khoslu, Managing Director
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ Perry Vavoules
-----------------------------------------
Perry Vavoules, SVP
<PAGE>
CONSENT
Each of the undersigned, as Guarantors under the "Guaranty" and as
grantors under the "Security Agreement" (as such terms are defined in the Credit
Agreement referred to in the foregoing Amendment), each hereby consents and
agrees to the foregoing Amendment and to be bound by the terms and provisions
thereof, and agrees that (i) the Guaranty and the Security Agreement are and
shall continue to be in full force and effect and are hereby ratified and
confirmed in all respects except that, upon the effectiveness of and on and
after the date of such Amendment each reference to the Credit Agreement,
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
such Amendment, and (ii) the collateral described in the Security Agreement
shall continue to secure the payment of the indebtedness therein described.
AVIANT INFORMATION, INC. (formerly BLUE BELL
LEASE, INC.), a California corporation,
METROPOLITAN FINANCIAL SERVICES CORPORATION,
a Colorado corporation, PARK CHEMICAL
COMPANY, a Michigan corporation, WHITTAKER
COMMUNICATIONS, INC., a California
corporation, WHITTAKER CONTROLS, INC., a
California corporation, WHITTAKER CORP., a
Maine corporation, WHITTAKER ORDNANCE, INC.,
a Delaware corporation, WHITTAKER PORTA
BELLA DEVELOPMENT, INC., a California
corporation, WHITTAKER SERVICES CORPORATION,
a California corporation, WHITTAKER
TECHNICAL PRODUCTS, INC., a Colorado
corporation, WHITTAKER DEVELOPMENT CO., a
Delaware corporation, WHITTAKER XYPLEX,
INC., a Delaware corporation, and XYPLEX,
INC., a Massachusetts corporation
By: /s/ John K. Otto
--------------------------------------
John K. Otto
Treasurer of each of the foregoing
Loan Parties
<PAGE>
EXHIBIT 10.2
SIXTH AMENDMENT AND WAIVER
TO WHITTAKER CORPORATION
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF MAY 30, 1997
This SIXTH AMENDMENT AND WAIVER (the "Amendment") is among WHITTAKER
CORPORATION, a Delaware corporation (the "Borrower"), the Financial Institutions
party to the Credit Agreement referred to below (the "Lenders"), and NATIONSBANK
OF TEXAS, N.A., as agent (the "Agent") for the Lenders thereunder.
PRELIMINARY STATEMENTS:
1. The Borrower, the Lenders, CIBC Inc., as co-agent, and the Agent
entered into an Amended and Restated Credit Agreement dated as of April 10, 1996
(as amended to date, the "Credit Agreement"; capitalized terms used and not
otherwise defined herein have the meanings assigned to such terms in the Credit
Agreement).
2. The Borrower has requested that the Lenders, among other things,
waive, during the period starting on and including May 30, 1997 to (but not
including) June 30, 1997 (the "Waiver Period"), any Default arising as a result
of non-compliance with Section 6.04(a), (b), (c) or (d) of the Credit Agreement.
3. The Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date
------------------------------
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 4 hereof, the Credit Agreement is hereby amended as follows:
(a) During the Waiver Period the definition of "Applicable Margin" is
amended and restated in its entirety as follows:
"APPLICABLE MARGIN" means 3.25% per annum.
-----------------
(b) During the Waiver Period, the third sentence of Section 2.01(b) of
the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Each Revolving Borrowing shall be in an aggregate amount of
$500,000 or an integral multiple of $500,000 in excess thereof unless
such Revolving Borrowing is in the amount of the aggregate Unused
Revolving Commitment of each Revolving Lender and shall consist of
Revolving Advances made by the Revolving Lenders ratably according to
their respective Revolving Commitments."
(c) During the Waiver Period, the proviso of Section 2.05(a) is hereby
amended to read as follows:
<PAGE>
"Provided, however, that each partial prepayment shall be in the
aggregate principal amount of $500,000 or any multiple of $500,000 in
excess thereof."
(d) Notwithstanding anything in Section 2.06 of the Credit Agreement
to the contrary, on and after May 30, 1997, the unpaid principal amount of
all Advances shall bear interest, payable monthly in arrears on the last
Business Day of each month, commencing May 30, 1997, and, with respect to
Revolving Advances, on the Revolving Commitment Termination Date, and, with
respect to Term Advances, on the Termination Date, in each case at a
fluctuating interest rate per annum equal, subject to Section 2.06(d) of
the Credit Agreement, to the sum of the Base Rate in effect from time to
time plus the Applicable Margin in effect from time to time.
(e) During the Waiver Period, notwithstanding anything to the contrary
in the Credit Agreement, the aggregate outstanding amount of Revolving
Advances plus Letter of Credit Obligations shall not exceed $83,000,000.
(f) During the Waiver Period, Section 3.05(a) of the Credit Agreement
is hereby amended and restated in its entirety as follows:
"SECTION 3.05. LETTER OF CREDIT COMPENSATION.
-----------------------------
(a) The Borrower shall pay to the Agent:
(i) for the account of the Issuing Bank which Issues a
Letter of Credit, an issuance fee in an amount equal to 1/8 of 1%
per annum of the average daily Available Amount of such Letter of
Credit outstanding from time to time; and
(ii) for the account of each Revolving Lender, a letter
of credit fee with respect to each Letter of Credit, in each case
in an amount equal to
(A) with respect to each Financial Standby Letter
of Credit, 4.25% per annum of the amount of such Lender's
Revolving Pro Rata Share of the average daily Available
Amount of such Letter of Credit outstanding from time to
time;
(B) with respect to each Performance Standby
Letter of Credit, 3.75% per annum of the amount of such
Lender's Revolving Pro Rata Share of the average daily
Available Amount of such Letter of Credit outstanding from
time to time; and
(C) with respect to each Commercial Letter of
Credit, 0.25% of the amount of such Lender's Revolving Pro
Rata Share of the Available Amount of such Letter of Credit
as of the date of Issuance thereof.
The letter of credit and issuance fees payable under this Section
3.05(a) shall be payable monthly on the last Business Day of each
month, commencing May 30, 1997, and on the Revolving Commitment
Termination Date except that the letter of credit fee payable
under Section 3.05(a)(ii)(C) shall be payable upon issuance
2
<PAGE>
of the applicable Letter of Credit. For purposes of computing any
fees under this Section 3.05(a), the determination of the maximum
amount available to be drawn under a Letter of Credit at any time
shall assume strict compliance with all conditions for drawing.
Any fees paid pursuant to this Section 3.05(a) are
nonrefundable."
(g) During the Waiver Period, the permissive exceptions to the
prohibitions of Section 6.02(g) contained in Sections 6.02(g)(v),
6.02(g)(vi), and 6.02(g)(viii) are suspended.
SECTION 2. WAIVER. (a) Subject to the terms and conditions hereof,
------
Lenders hereby waive, but only during the Waiver Period, the Specified Defaults
(hereinafter defined); provided, however, that Lenders' waiver of the Specified
-------- -------
Defaults and their rights and remedies as a result of the occurrence thereof
shall not constitute and shall not be deemed to constitute a waiver of any other
Event of Default, whether arising as a result of further violations of any
provision of the Credit Agreement previously violated by the Borrower, or a
waiver of any rights and remedies arising as a result of such other Events of
Default. As used herein, "Specified Defaults" shall mean the failure of the
------------------
Borrower to comply with Sections 6.04(a), (b), (c) and (d) of the Credit
Agreement. At the end of the Waiver Period, the waiver of the Specified
Defaults will automatically terminate.
(b) In consideration of Lenders' waiver of the Specified Defaults and
certain other good and valuable consideration, the Borrower hereby expressly
acknowledges and agrees that neither it nor any Guarantor or Grantor has any
setoffs, counterclaims, adjustments, recoupments, defenses, claims or actions of
any character, whether contingent, non-contingent, liquidated, unliquidated,
fixed, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, known or unknown, against any Lender or Agent or any grounds or cause
for reduction, modification or subordination of the Obligations under the Loan
Documents or any liens or security interests of any Lender or the Agent. To the
extent the Borrower or any Guarantor or Grantor may possess any such setoffs,
counterclaims, adjustments, recoupments, claims, actions, grounds or causes, the
Borrower and each Guarantor and Grantor hereby waive, and hereby release each
Lender and Agent from, any and all such setoffs, counterclaims, adjustments,
recoupments, claims, actions, grounds and causes, such waiver and release being
with full knowledge and understanding of the circumstances and effects of such
waiver and release and after having consulted counsel with respect thereto.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not be
---------------------------
effective until all proceedings of the Borrower taken in connection herewith and
the transactions contemplated hereby shall be satisfactory in form and substance
to Agent and Required Lenders, and each of the following conditions precedent
shall have been satisfied:
(a) The Agent has executed this Amendment and has received
counterparts of this Amendment executed by the Borrower and the Required
Lenders and counterparts of the Consent appended hereto (the "Consent")
executed by each of the Guarantors and Grantors (as defined in the Security
Agreement) listed therein (such Guarantors and Grantors, together with the
Borrower, each a "Loan Party" and, collectively, the "Loan Parties");
(b) All fees and expenses, including legal and other professional fees
and expenses incurred, payable on or prior to the date of this Amendment to
Agent, including, without limitation, the fees and expenses of its counsel,
shall have been paid to the extent that same had been billed prior to the
date of this Amendment; and
3
<PAGE>
(c) Agent and each Lender shall have received each of the following:
(1) a certificate of the Borrower certifying (i) as to the
accuracy, after giving effect to this Amendment, of the
representations and warranties set forth in Article V of the Credit
Agreement, the other Loan Documents and in this Amendment, and (ii)
that there exists no Default or Event of Default, after giving effect
to this Amendment and the execution, delivery and performance of this
Amendment will not cause a Default or Event of Default; and
(2) such other documents, instruments, and certificates, as Agent
or Required Lenders shall deem necessary or appropriate in connection
with this Amendment and the transactions contemplated hereby,
including without limitation copies of resolutions of the board of
directors of the Borrower authorizing the transactions contemplated by
this Amendment.
SECTION 5. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
------------------------------
warrants as follows:
(a) AUTHORITY. The Borrower and each other Loan Party has the
---------
requisite corporate power and authority to execute and deliver this
Amendment or the Consent, as applicable, and to perform its obligations
hereunder and under the Loan Documents (as modified hereby) to which it is
a party. The execution, delivery and performance by the Borrower of this
Amendment and by each other Loan Party of the Consent, and the performance
by each Loan Party of each Loan Document to which it is a party have been
duly approved by all necessary corporate action of such Loan Party and no
other corporate proceedings on the part of such Loan Party are necessary to
consummate such transactions.
(b) ENFORCEABILITY. This Amendment has been duly executed and
--------------
delivered by the Borrower. The Consent has been duly executed and
delivered by each Guarantor and Grantor. This Amendment and each Loan
Document (as modified hereby) is the legal, valid and binding obligation of
each Loan Party hereto or thereto, enforceable against such Loan Party in
accordance with its terms, and is in full force and effect.
(c) REPRESENTATIONS AND WARRANTIES. The representations and
------------------------------
warranties contained in each Loan Document (other than any such
representations or warranties that, by their terms, are specifically made
as of a date other than the date hereof) are correct on and as of the date
hereof as though made on and as of the date hereof.
(d) NO DEFAULT. After giving effect to this Amendment, no event has
----------
occurred and is continuing that constitutes a Default or Event of Default.
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) Upon
---------------------------------------------
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified hereby.
(b) Except as specifically modified above, the Credit Agreement and
all other Loan Documents are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents and all of the
4
<PAGE>
Collateral described therein do and shall continue to secure the payment of all
Secured Obligations under and as defined therein, in each case as amended
hereby.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute an amendment of any provision of any of the Loan Documents.
SECTION 7. FURTHER ASSURANCES. The Borrower shall execute and
------------------
deliver such further agreements, documents, instruments, and certificates in
form and substance satisfactory to Agent, as Agent or any Lender may deem
necessary or appropriate in connection with this Amendment.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be executed
-------------------------
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment or the Consent by telefacsimile shall be effective as delivery of a
manually executed counterpart of this Amendment or such Consent.
SECTION 9. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
--------------------
LAW, EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES
ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN
TORT, CONTRACT, EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY RELATED MATTERS, AND AGREES THAT ANY
SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
SECTION 10. GOVERNING LAW. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of New York.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]
DA971480270
053097 v2/vh
168:9766-392
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
WHITTAKER CORPORATION,
a Delaware corporation
By: /s/ John K. Otto
-------------------
John K. Otto
Treasurer
NATIONSBANK OF TEXAS, N.A.,
as Agent
By: /s/ William E. Livingstone, IV
---------------------------------
William E. Livingstone, IV
Senior Vice President
Lenders:
-------
NATIONSBANK OF TEXAS, N.A.
By: /s/ William E. Livingstone, IV
---------------------------------
William E. Livingstone, IV
Senior Vice President
BT HOLDINGS (NEW YORK), INC.
By: /s/ Ashish Shah
------------------
Ashish Shah, Vice President
COMERICA BANK-CALIFORNIA
By: /s/ Carole Palestro
----------------------
Carole Palestro, Vice President
DK ACQUISITION PARTNERS, L.P.
By: M.H. DAVIDSON & CO., its general partner
By: /s/ M. J. Leffell
--------------------
M.J. Leffell
GOLDMAN SACHS CREDIT PARTNERS L.P.
By: /s/ John Urban
-----------------
John Urban
MERRILL LYNCH, PIERCE, FENNER, & SMITH
By:
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By: /s/ Mark K. Okada
--------------------
Mark K. Okada CFA, Executive Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ Perry Vavoules
---------------------
Perry Vavoules, Senior Vice President
<PAGE>
CONSENT
Each of the undersigned, as Guarantors under the "Guaranty" and as grantors
under the "Security Agreement" (as such terms are defined in the Credit
Agreement referred to in the foregoing Amendment), each hereby consents and
agrees to the foregoing Amendment and to be bound by the terms and provisions
thereof, and agrees that (i) the Guaranty and the Security Agreement are and
shall continue to be in full force and effect and are hereby ratified and
confirmed in all respects except that, upon the effectiveness of and on and
after the date of such Amendment each reference to the Credit Agreement,
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
such Amendment, and (ii) the collateral described in the Security Agreement
shall continue to secure the payment of the indebtedness therein described.
AVIANT INFORMATION, INC. (formerly BLUE BELL
LEASE, INC.), a California corporation, METROPOLITAN
FINANCIAL SERVICES CORPORATION,
a Colorado corporation, PARK CHEMICAL COMPANY, a
Michigan corporation, WHITTAKER COMMUNICATIONS,
INC., a California corporation, WHITTAKER CONTROLS,
INC., a California corporation, WHITTAKER CORP., a Maine
corporation, WHITTAKER ORDNANCE, INC., a Delaware
corporation, WHITTAKER PORTA BELLA DEVELOPMENT,
INC., a California corporation, WHITTAKER SERVICES
CORPORATION, a California corporation, WHITTAKER
TECHNICAL PRODUCTS, INC., a Colorado corporation,
WHITTAKER DEVELOPMENT CO., a Delaware corporation,
WHITTAKER XYPLEX, INC., a Delaware corporation, and
XYPLEX, INC., a Massachusetts corporation
By: : /s/ John K. Otto
--------------------
John K. Otto
Treasurer of each of the foregoing Loan Parties
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> APR-30-1997
<CASH> 211
<SECURITIES> 0
<RECEIVABLES> 56,865
<ALLOWANCES> 0
<INVENTORY> 51,365
<CURRENT-ASSETS> 130,068
<PP&E> 62,358
<DEPRECIATION> 39,614
<TOTAL-ASSETS> 313,566
<CURRENT-LIABILITIES> 203,726
<BONDS> 283
0
1
<COMMON> 111
<OTHER-SE> 79,214
<TOTAL-LIABILITY-AND-EQUITY> 313,566
<SALES> 94,787
<TOTAL-REVENUES> 94,787
<CGS> 60,146
<TOTAL-COSTS> 60,146
<OTHER-EXPENSES> 35,966
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,376
<INCOME-PRETAX> (52,526)
<INCOME-TAX> 0
<INCOME-CONTINUING> (52,526)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,526)
<EPS-PRIMARY> (4.72)
<EPS-DILUTED> 0
</TABLE>
