<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended DECEMBER 29, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-8502
--------------
COMPTEK RESEARCH, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
New York 16-0959023
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<S> <C>
(State or other jurisdiction of incorporation or organization) (I.R.S. Employee Identification No.)
2732 Transit Road, Buffalo, New York 14224-2523
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 677-0023
---------------------------------
Not Applicable
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(Former name, former address and former fiscal year, if changed since last report.)
</TABLE>
Indicate by check X whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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
------- -------
Class Outstanding at January 26, 1996
- ----------------------------- --------------------------------------
Common $.02 Par Value 4,510,946
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<PAGE> 2
COMPTEK RESEARCH, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
December 29, 1995, and March 31, 1995 . . . . . . . . . . . . . . . . . . . 3
Consolidated Condensed Statements of Operations
Thirteen and Thirty-Nine Weeks Ended December 29, 1995,
and December 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Condensed Statements of Cash Flows
Thirty-Nine Weeks Ended December 29, 1995,
and December 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Condensed Statement of Changes in Shareholders'
Equity--Thirty-Nine Weeks Ended December 29, 1995 . . . . . . . . . . . . . 6
Notes to the Consolidated Condensed Financial Statements . . . . . . . . . 7
Independent Auditors' Review Report . . . . . . . . . . . . . . . . . . . . 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
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<PAGE> 3
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 29, MARCH 31,
1995 1995
-------------------- -------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents $ 27 $ 71
Receivables 3,747 4,692
Costs and estimated earnings in excess of billings
on uncompleted contracts 6,332 5,750
Inventories 340 1,703
Other assets 761 841
------------ -----------
Total current assets 11,207 13,057
Equipment and leasehold improvements, net of accumulated
depreciation and amortization of $9,883 at December 29, 1995,
and $10,442 at March 31, 1995 1,850 3,092
Deferred income taxes 375 35
Investment in ARIA Wireless Systems, Inc. (Note 6) ---- 1,949
Other assets 232 3,008
----------- -----------
Total assets $ 13,664 $ 21,141
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments on long-term debt $ 20 $ 187
Accounts payable 2,024 2,953
Accrued salaries and benefits 2,758 2,783
Other current liabilities 2,252 1,699
----------- -----------
Total current liabilities 7,054 7,622
----------- -----------
Long-term debt, excluding current installments 2,463 2,244
Shareholders' equity:
Common stock 96 94
Additional paid-in capital 10,482 9,606
Retained earnings (deficit) (5,374) 2,770
----------- -----------
5,204 12,470
Less cost of treasury shares 1,057 1,195
----------- -----------
Total shareholders' equity 4,147 11,275
----------- -----------
Total liabilities and shareholders' equity $ 13,664 $ 21,141
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements
-3-
<PAGE> 4
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
DEC. 29, DEC. 30, DEC. 29, DEC. 30,
1995 1994 1995 1994
--------------- ------------- -----------------------------
Net sales $ 14,155 $ 13,667 $ 39,438 $ 43,478
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Costs and expenses:
Cost of sales 11,757 11,563 32,706 37,220
Selling, general and administrative 1,777 1,543 5,215 4,501
Research and development 269 744 1,045 1,764
Special charge (credit) ---- (331) ---- (331)
Settlement of lawsuit (note 5) ---- ---- (477) ----
Other expense 52 14 164 73
----------- ---------- ----------- ----------
Total costs and expenses 13,855 13,533 38,653 43,227
----------- ---------- ----------- ----------
Earnings before income taxes and equity
in net loss of affiliate 300 134 785 251
Income tax expense (121) (52) (314) (97)
----------- ---------- ----------- ----------
Earnings before equity in net loss
of affiliate 179 82 471 154
Loss associated with
ARIA Wireless Systems, Inc. (note 6) (7,502) (186) (8,615) (472)
----------- ---------- ----------- ----------
Net loss $ (7,323) $ (104) $ (8,144) $ (318)
=========== ========== =========== ==========
Net loss per share $ (1.63) $ (.02) $ (1.83) $ (.07)
=========== ========== =========== ==========
Weighted average number of common shares 4,481 4,399 4,453 4,362
=========== ========== =========== ==========
</TABLE>
See accompanying notes to consolidated condensed financial statements
-4-
<PAGE> 5
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
DECEMBER 29, DECEMBER 30,
1995 1994
----------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (8,144) $ (318)
---------- -----------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 728 1,046
Deferred income taxes (340) 97
Assets held for sale ---- 168
Other assets 102 (62)
Loss associated with ARIA Wireless Systems, Inc. 8,615 472
Special credit ---- (331)
Non-cash litigation settlement (180) ----
Changes in assets and liabilities providing (using) cash:
Accounts receivable 344 813
Costs and estimated earnings in excess of billings
on uncompleted contracts (599) 491
Inventories (676) (760)
Other current assets (80) 332
Accounts payable and accrued liabilities 619 (628)
Other ---- (7)
----------- -----------
Total adjustments 8,533 1,631
----------- -----------
Net cash provided by operating activities $ 389 $ 1,313
----------- -----------
Cash flows from investing activities:
Expenditures for equipment and leasehold improvements $ (636) $ (1,203)
Acquisition of ARIA Wireless Systems, Inc. Senior subordinated
notes net of collections (1,667) ----
Other investing activities 634 947
----------- -----------
Net cash used by investing activities $ (1,669) $ (256)
----------- -----------
Cash flows from financing activities:
Net proceeds from (repayment of) revolving debt $ 230 $ (1,286)
Repayment of long-term debt (10) (190)
Sale of treasury shares 803 168
Issuance of stock under Equity Incentive Plan 213 248
----------- -----------
Net cash provided (used) by financing activities $ 1,236 $ (1,060)
----------- -----------
Net increase in cash and equivalents $ (44) $ (3)
Cash and equivalents at beginning of year 71 45
----------- -----------
Cash and equivalents at end of period $ 27 $ 42
=========== ===========
Non-cash investing and financing activities:
Contribution of net assets of a subsidiary to ARIA Wireless
Systems, Inc. $ 6,994 $ ----
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements
-5-
<PAGE> 6
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
THIRTY-NINE WEEKS ENDED DECEMBER 29, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED TREASURY
STOCK CAPITAL EARNINGS (DEFICIT) STOCK TOTAL
---------- ------------ ------------------ ----------- --------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1995 $ 94 $ 9,606 $ 2,770 $ (1,195) $ 11,275
Net loss ---- ---- (8,144) ---- (8,144)
Issuance of 25,205 common shares
under Equity Incentive Plan ---- 213 ---- ---- 213
Purchase of 1,274 treasury shares ---- ---- ---- (22) (22)
Sale of 53,879 treasury shares 2 663 ---- 160 825
---------- ---------- ------------- --------- -------
Balance at December 29, 1995 $ 96 $ 10,482 $ (5,374) $ (1,057) $ 4,147
======== ========== ========== ========== =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-6-
<PAGE> 7
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of Management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, primarily
consisting of normal recurring items, necessary to present fairly the
financial position, results of operations and cash flows for the periods
shown. It is the Company's policy to end its first three quarterly
accounting periods on the last Friday of each quarter, which includes
thirteen weeks of operations. The fourth quarter ends on March 31. The
financial data included herein was compiled in accordance with the same
accounting policies applied to the Company's audited annual financial
statements, which should be read in conjunction with these statements.
The results of operations for the thirty-nine weeks ended December 29,
1995 are not necessarily indicative of the results to be expected for
the full year.
2. Costs and estimated earnings in excess of billings on uncompleted
contracts primarily represent revenue recognized on contracts, including
retainage, for which billings could not be presented under the terms of
the contracts at the balance sheet dates.
3. During the thirty-nine weeks ended December 29, 1995, 53,879 common
shares were sold from the Company's Treasury and 1,274 were purchased.
The total number of treasury shares as of December 29, 1995, is 247,169.
4. The Company granted 183,474 options to purchase stock through its equity
incentive stock plan during the thirty-nine weeks ended December 29,
1995, and 5,000 options to purchase stock through its non-employee
director stock plan for the same period. Options for 197,880 shares
were exercisable and 443,859 were outstanding at December 29, 1995.
5. The Company settled its lawsuit with M-Wave, Inc., and its wholly-owned
subsidiary, Poly Circuits, Inc., effective September 29, 1995. The
lawsuit was initiated by the Company in May 1994 against M-Wave and Poly
Circuits seeking compensation for monetary damages incurred as a result
of defective printed circuit boards manufactured for the company and
installed in the Company's wireless data transmission devices. The
Company recorded a charge included in the fiscal 1994 special charge,
for the costs associated with the program to repair and replace the
defective boards and the write-off of defective boards remaining in
inventory. The settlement received by the Company included $300,000 in
cash and 20,000 shares of M-Wave stock, recorded at the closing price of
$9.00 on the date of transfer. Income of $480,000 was recorded net of
$3,000 in associated legal fees as of September 29, 1995. Additionally,
the Company obtained the right to receive $300,000 in product at no cost
to the Company. No accounting will be given to these products until
they are acquired.
6. The Company fully wrote-down its ARIA investment as of the end of the
third quarter to zero. As a result, the Company recorded a $7,502,000
loss for the third quarter and $8,615,000 for the year-to-date. The
third quarter loss includes the Company's share of ARIA's operating
losses for the quarter and a valuation adjustment of the remaining ARIA
investment (including outstanding subordinated notes). During the third
quarter the Company had purchased an additional $500,000 of ARIA 12%
subordinated notes with warrants to purchase up to 80,000 Class B common
shares. The Company initiated, during the third quarter, an intensive
review of ARIA and the Company's strategic investment alternatives, with
respect to ARIA. Based on this review the Company hopes to participate
in a plan to restructure ARIA's operations. There can be no assurances,
however, that such a restructuring plan will be adopted or, if adopted,
will result in a material improvement of ARIA's financial condition.
-7-
<PAGE> 8
INDEPENDENT AUDITORS' REVIEW REPORT
-----------------------------------
The Board of Directors and Shareholders
Comptek Research, Inc.:
We have reviewed the consolidated condensed balance sheet of Comptek Research,
Inc. and subsidiaries as of December 29, 1995, and the related consolidated
condensed statements of operations, shareholders' equity, and cash flows for
the thirteen and thirty-nine week periods ended December 29, 1995 and December
30, 1994. These consolidated condensed financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated condensed financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Comptek Research, Inc. and
subsidiaries as of March 31, 1995, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated May 9, 1995, except as to note 13
which is as of May 31, 1995, we expressed an unqualified opinion on those
consolidated financial statements. Our report also contained an explanatory
paragraph referring to an uncertainty as to the ultimate outcome of an
arbitration proceeding involving a Company subsidiary and its investee which
seeks approximately $7.2 million in damages. In our opinion, the information
set forth in the accompanying consolidated condensed balance sheet as of March
31, 1995, is fairly stated, in all material aspects, in relation to the
consolidated balance sheet from which it has been derived.
/S/ KPMG Peat Marwick LLP
Buffalo, New York
February 5, 1996
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION
- -------------------
The Company obtained positive cash flow of approximately $100,000 for the third
quarter and $389,000 for the nine months ended December 29, 1995. Increased
receivables were a significant use of cash during the third quarter requiring
$936,000 as a result of timing of payments received from the U.S. Government.
Cash flow from operations for the nine months ended December 30, 1994 of
$1,313,000 was primarily the result of reductions in receivables and other
current assets.
The Company received cash during the quarter from notes receivable of $300,000
and settlement of litigation of $300,000. Cash generated during the quarter
was used to purchase $500,000 of additional 12% senior subordinated notes from
ARIA with warrants to purchase up to an additional 80,000 class B common shares
of ARIA. The Company also accepted similar notes in payment of $167,000 of
receivables due from ARIA. For the nine months ended December 29, 1995, the
Company has acquired a total of $1,667,000 of the 12% senior subordinated notes
with warrants to purchase up to 267,000 class B common shares of ARIA.
The Company recorded a loss in the third quarter of $7,502,000 resulting from
its investment in ARIA. The recorded loss includes the Company's equity share
of ARIA's operating loss for the quarter as well as the complete write-down of
the Company's remaining investment balance in ARIA. Accordingly, the
investment basis in ARIA has been reduced to zero as of December 29, 1995. The
Company initiated, during the third quarter, an intensive review of its
strategic alternatives associated with the ARIA investment and hopes to
participate in a restructuring plan for ARIA's business operations. There can
be no assurances, however, that such a restructuring plan will be adopted or,
if adopted, will result in a material improvement in ARIA's financial
condition.
As a result of the Company's third quarter write-down of its investment in
ARIA, the Company requested and received a waiver of certain financial
covenants from its current lender. The Company is in the process of
negotiating with its current lender a new credit facility associated with the
acquisition of Advanced Systems Development, Inc. ("ASDI"), as discussed below.
It is expected that the new credit facility will include revised financial
covenants consistent with the Company's strategic direction regarding ARIA.
Subsequent to the end of the third quarter, the Company entered into a
definitive merger agreement providing for its wholly-owned subsidiary, Comptek
Federal Systems, Inc. ("CFS") to acquire all of the outstanding shares of
ASDI, a privately-held supplier of simulation and training systems used in
electronic warfare applications. In connection with the completion of this
transaction, the Company will issue to the shareholders of ASDI common shares
of the Company valued at approximately $4.9 million and $330,000 in cash. The
Company expects ASDI, at the time of closing, to have outstanding debt of
approximately $6 million which will be refinanced by the Company. Closing of
the transaction, expected to occur prior to March 31, 1996, is subject to
certain conditions, including the Company's obtaining of a new credit facility.
The Company is currently negotiating with its current lender with a view toward
establishing a credit facility of $13 to $15 million to replace the current $7
million revolving credit agreement.
The Company anticipates positive operating cash flow for the remainder of
fiscal year 1996. Cash flow from operations and borrowing under the current
revolving credit agreement are expected to be sufficient to satisfy operational
and capital requirements pending the establishment of a new credit facility
related to the acquisition of ASDI.
RESULTS OF OPERATIONS
- ---------------------
Net sales for the quarter increased by 3.6% to $14,155,000 when compared with
the prior year net sales of $13,667,000 and increased 7% when compared with
the second quarter of fiscal year 1996. For the nine months ended December 29,
1995, however, net sales decreased 9% to $39,438,000 primarily due to a lower
than previously experienced subcontractor activity on a U.S. Navy contract for
Electronic Combat Mission Support (ECMS) during the first and second quarters.
During the third quarter the Company experienced improving subcontractor
activity levels on this contract when compared with the second quarter of the
current year and the third quarter of the prior year. Contract backlog was
$59.5 million as of December 29, 1995 which consists entirely of Defense
Segment contracts.
-9-
<PAGE> 10
Additionally in the prior year, the Company recorded net sales from its
commercial telecommunications business of approximately $940,000. Effective
May 31, 1995, the Company completed a transaction which transferred the net
assets of this segment to ARIA. As a result, all commercial telecommunications
business activities are accounted for using the equity method of accounting.
Gross margin (net sales less cost of sales) for the quarter increased to 16.9%
from 15.4% in the prior year and for the nine months ended increased to 17.1%
from 14.4% in the prior year. During the fiscal year, gross margins increased
as a result of reduced ECMS subcontractor work, which typically provides
relatively low profit margins. For the second and third quarters, gross margin
increases are attributable, in part, to the completion of a contract, by the
Defense Segment, earlier than anticipated. Additionally, the commercial
telecommunications business negatively affected gross margins in the prior
year.
The Company continued, during the third quarter, to invest in selling and
marketing efforts. The Company has concentrated on attracting both foreign and
domestic customers and directed efforts toward introducing the Company's
proprietary military products. Accordingly, selling, general and
administrative (S,G,&A) expense, as a percentage of sales, increased during
the third quarter to 12.6% compared with the prior year of 11.3%. S,G,&A for
the nine months ended December 29, 1995, as a percentage of sales, increased to
13.2% compared with 10.4% for the same period in the prior year.
As a result of the first quarter transfer of commercial operations to ARIA,
research and development (R&D) for the third quarter decreased 64% when
compared with the third quarter of the prior year. The Commercial Segment in
the third quarter of the prior year accounted for $461,000 of the R&D
spending. The Defense Segment's R&D spending decreased during the third
quarter by 5% when compared with the prior year; however, year-to-date spending
increased by $316,000, or 70%, from the prior year. The Defense Segment
continued development efforts associated with its proprietary military products
during the third quarter. Earlier in the fiscal year, the Segment incurred
additional expenditures associated with the participation in a development
project with the U.S. government.
Losses recorded from the Company's equity affiliate, ARIA, were $7,502,000 and
$8,615,000 for the three and nine months ended December 29, 1995, respectively,
compared with losses of $186,000 and $472,000 for the same periods in the prior
year. The Company during the third quarter, as previously discussed, recorded
a complete write-down of its investment in ARIA. Refer to note 6 to the
consolidated condensed financial statements for additional information
regarding ARIA.
The Defense Appropriations Act for fiscal year 1996 was approved and signed
into law in December 1995. The Defense Authorization Act for 1996, however,
has not yet been adopted. Moreover, during the third quarter the U.S.
Government curtailed or suspended certain government activities as a result of
a budget impasse. While the budget impasse and the delay in adoption of a
Defense Authorization Act for 1996 did not have a material adverse impact on
the Company's results to date, no assurances can be given that continuing
delays or budget limitations will not have a material adverse effect on the
Company operating results in future quarters.
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<PAGE> 11
PART II. OTHER INFORMATION
ITEM 2. LEGAL PROCEEDINGS
In October 1994, IVD Corporation ("IVD"), a Texas corporation, and Aicesa S.A.
de C.V. ("Aicesa"), a Mexican corporation, initiated an arbitration proceeding
in the International Chamber of Commerce relating to a purported breach of
distributorship agreement by ARIA Wireless Systems, Inc. ("ARIA"). The
petition named Comptek Telecommunications, Inc. ("CTI") as a respondent in
addition to ARIA alleging that ARIA was CTI's alter ego or agent. In November
1994, CTI filed a petition in United States District Court, Western District of
New York, seeking to permanently stay the arbitration against CTI asserting
that CTI was not a signatory to the contract in dispute, nor was ARIA its alter
ego or agent.
By letter dated October 3, 1995, IVD and Aicesa notified the International
Chamber of Commerce that it was dismissing CTI from the arbitration without
prejudice, but would continue to proceed against ARIA. On December 29, 1995,
the District Court on motion of IVD and Aicesa dismissed CTI's petition for
injunctive protection as moot and denied CTI's request for a protective order
limiting the use of information obtained by IVD and Aicesa in the course of
discovery related to the petition.
Further information concerning the foregoing and related legal proceedings is
reported in the Company's Form 10-Q Report for the period ended September 29,
1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Amendment P00137 to Contract No. N00024-90-C-5208.
27 Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed for the three months ended December
29, 1995.
-11-
<PAGE> 12
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.
COMPTEK RESEARCH, INC.
Date: February 8, 1996 By: /s/ John R. Cummings
-----------------------------------
John R. Cummings
Chairman, President, and Chief Executive
Officer
Date: February 8, 1996 By: /s/ Laura L. Benedetti
-----------------------------------
Laura L. Benedetti
Treasurer and Principal Accounting Officer
-12-
<PAGE> 13
INDEX TO EXHIBITS
-----------------
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------------------------------------
10.1* Amendments P00137 to Contract No. N00024-90-C-5208.
27 Financial Data Schedule
_____________________
* The designated exhibit is a previously unfiled document under Category 19
of Regulation S-K, Item 601.
-13-
<PAGE> 1
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE | PAGE OF PAGES
| U | 1 | 7
- ---------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. |3. EFFECTIVE DATE |4. REQUISITION/PURCHASE REG. NO. |5. PROJECT NO.
POO135 | SEE BLK 16C. | N00024-95-FR-54521 | 6-03KF-54521
- ---------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE | N00024 |7. ADMINISTERED BY (If other than Item 6) CODE | S3305A
NAVAL SEA SYSTEMS COMMAND -------------------- | DCMAO BUFFALO ---------------
2531 JEFFERSON DAVIS HIGHWAY | 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 | 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D | BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106 |
- ---------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) |(X)|9A. AMENDMENT OF SOLICITATION NO.
|---|
CEC NO: 789995610 | |----------------------------------------
| |9B. DATED (SEE ITEM 11)
COMPTEK FEDERAL SYSTEMS, INC. | |
2732 TRANSIT ROAD | |----------------------------------------
BUFFALO, NY 14224-2523 | |10A. MODIFICATION OF CONTRACT/ORDER NO.
| | N00024-90-C-5208
TIN NO: 16-1411419 | X |----------------------------------------
- ----------------------------------------------------------------------------- | |10B. DATED (SEE ITEM 13)
CODE OTTJ6 |FACILITY CODE | | 30 MARCH 1990
- ---------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------------
[ ] THE ABOVE NUMBERED SOLICITATION IS AMENDED AS SET FORTH IN ITEM 14. THE HOUR AND DATE SPECIFIED FOR RECEIPT OF OFFERS
___ IS EXTENDED, ___ IS NOT EXTENDED.
OFFERS MUST ACKNOWLEDGE RECEIPT OF THIS AMENDMENT PRIOR TO THE HOUR AND DATE SPECIFIED IN THE SOLICITATION AS AMENDED,
BY ONE OF THE FOLLOWING METHODS:
(a) BY COMPLETING ITEMS 8 AND 15, AND RETURNING ____ COPIES OF THE AMENDMENT; (b) BY ACKNOWLEDGING RECEIPT OF THIS
AMENDMENT ON EACH COPY OF THE OFFER submitted; or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you
desire to change an offer already submitted, such change may be made by telegram or LETTER, PROVIDED EACH TELEGRAM OR
LETTER MAKES REFERENCE TO THE SOLICITATION AND THIS AMENDMENT, AND IS RECEIVED PRIOR TO THE OPENING HOUR AND DATE SPECIFIED.
- ----------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE THE ATTACHED FINANCIAL ACCOUNTING DATA SHEET (S).
- ----------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ----------------------------------------------------------------------------------------------------------------------------
- ---|A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
|
- ----------------------------------------------------------------------------------------------------------------------------
|B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
| appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
|
- ----------------------------------------------------------------------------------------------------------------------------
|C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ----------------------------------------------------------------------------------------------------------------------------
|D. OTHER (Specify type of modification and authority)
X | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE.
- ----------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: CONTRACTOR [X] IS NOT, [ ] IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ___ COPIES TO THE ISSUING OFFICE.
- -----------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER
WHERE FEASIBLE.)
SEE THE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
- ----------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) |16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| KATHLEEN MONAHAN
| CONTRACTING OFFICER
- ---------------------------------------------------------------|------------------------------------------------------------
15B. CONTRACTOR/OFFEROR |15C. DATE SIGNED | |16C. DATE SIGNED
| | By /s/ Kathleen Monahan |
- --------------------------------------- | |--------------------------------------- |
(Signature of person authorized to sign) | | (Signature of Contracting Officer) | 11/30/95
- ----------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
</TABLE>
<PAGE> 2
N00024-90-C-5208
N00024-96-FR-54521
Modification P00135
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0029 in the amount of $800,000.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003,
0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028,
0029, and 0030 of the attached accounting data sheet, funding under this
contract is increased by $800,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
0029AC 747,185 479 52,336 800,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 3
N00024-90-C-5208
N00024-96-FR-54521
Modification P00137
Page 3 of 7
5. Accordingly the amount funded to date is increased by $800,000.00 from
$34,666,591.00 to a new total of $34,466,591 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
------ ------ ------ --------- ------- --------
<S> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 4
N00024-90-C-5208
N00024-96-FR-54521
Modification P00137
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
--------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 5
N00024-90-C-5208
N00024-96-FR-54521
Modification P00137
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
------- --- ------ -------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
56,039 36 3,925 60,000 APN
70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 6
N00024-90-C-5208
N00024-96-FR-54521
Modification P00137
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
---------- ------ --------- ----------
SUB 835,445 536 58,519 894,500
TOTAL
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
------- --- ------ -------
SUB 887,283 568 62,149 950,000
TOTAL
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
------- --- ------ -------
SUB 205,476 132 14,392 220,000
TOTAL
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ----- ------- ---------
SUB 1,573,703 1,062 110,235 1,685,000
TOTAL
0027 555,272 4,395 38,869 598,536
------- ----- ------ -------
SUB 555,272 4,395 38,869 598,536
TOTAL
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
SUB 4,654,958 2,984 326,058 4,984,000
TOTAL
SUB
TOTAL TO 31,097,085 23,410 2,177,396 33,297,891
DATE
</TABLE>
<PAGE> 7
N00024-90-C-5208
N00024-96-FR-54521
Modification P00137
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 433,086 278 30,336 463,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 859,263 551 60,186 920,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
TOTAL 2,025,522 1,300 141,878 2,168,700
0030AA 0 0 0 0 O&MN
0030AB 0 0 0 0 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
- - - -
TOTAL 0 0 0 0
SUB-TOTAL
TO DATE 33,122,607 24,710 2,319,274 35,466,591
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 8
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249-0-C5208 P00137 95 | 11 | 29
- ---------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C O NUMBER ACRN
T D
E
- ---------------------------------------------------------------------------
A N0002496PD92363 0029 AC
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
TI-95-X24
- ------------------------------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
------------------------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ --------------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
------------------------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------------------------------
MN 1701611 8211 000 4L WGD 0 068342 2D 000000 03365 321 0010 $800,000.00
- ------------------------------------------------------------------------------------------------------------------------------------
PREPARED BY: SUE McILWAIN SEA-01232 TOTAL $800,000.00
- ------------------------------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
R. DUMAS, LCDR, USN, SEA 91WDE
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
11/30/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 11/30/95
29 NOV 95
/S/ ILLEGIBLE /S/ V. F. JEFFERSON
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-29-1995
<CASH> 27
<SECURITIES> 0
<RECEIVABLES> 3,747
<ALLOWANCES> 0
<INVENTORY> 340
<CURRENT-ASSETS> 11,207
<PP&E> 11,733
<DEPRECIATION> 9,883
<TOTAL-ASSETS> 13,664
<CURRENT-LIABILITIES> 7,054
<BONDS> 2,463
<COMMON> 96
0
0
<OTHER-SE> 4,051
<TOTAL-LIABILITY-AND-EQUITY> 13,664
<SALES> 39,438
<TOTAL-REVENUES> 39,438
<CGS> 32,706
<TOTAL-COSTS> 32,706
<OTHER-EXPENSES> 5,783
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 164
<INCOME-PRETAX> 785
<INCOME-TAX> 314
<INCOME-CONTINUING> 471
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,144
<EPS-PRIMARY> 1.83
<EPS-DILUTED> 1.83
</TABLE>
