S.E.C. FORM 10-Q
June 30, 1995
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.
QUESTECH, INC.
(Registrant)
Date: ______________________ ________________________________
Vincent L. Salvatori
Chief Executive Officer
and Chairman of the Board
Date: ______________________ ________________________________
Joseph P. O'Connell, Jr.
Vice President and
Chief Financial Officer
EXHIBIT 10
AMENDMENT NO. 10 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 10 TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
dated as of the 31st day of May, 1995, is made by and among QuesTech, Inc., a
Virginia Corporation, QuesTech Service Company, a Virginia Corporation (the
"Borrowers") and SIGNET BANK/VIRGINIA, a Virginia banking corporation (the
"Lender").
RECITALS
A. The Lender and the Borrowers entered into a Loan and Security Agreement,
dated as of July 15, 1991, (as amended through the date hereof, the
"Agreement") pursuant to which the Lender has agreed to extend credit to the
Borrowers, and the Borrowers have agreed to obtain credit from the Lender, on
the terms and conditions set forth in such Agreement.
B. The Borrowers have requested that the Lender modify the Termination Date,
and the Lender has consented to such request subject to the execution of this
Amendment and the satisfaction of the conditions specified herein.
C. The Borrowers and the Lender now desire to execute this Amendment to set
forth their agreements with respect to the modifications to the Agreement.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Borrowers
agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and
not defined herein are defined in the Agreement.
SECTION 2. Amendments to Agreement. The Agreement is hereby amended as
follows:
2.1 Amendments to Section 1. Section 1 of the Agreement
is amended as follows:
Termination Date. The definition of the term
Termination Date is replaced in its entirety with the following definition:
"Termination Date" means August 31, 1995, and
any extension or extensions hereof granted by the Lender in its sole
discretion.
SECTION 3. Representations and Warranties of Borrowers. The Borrowers
represent and warrant to the Lender that:
(a) They have the power and authority to enter into and to perform
this Amendment, to execute and deliver all documents relating to this
Amendment, and to incur the obligations provided for in this Amendment, all of
which have been duly authorized and approved in accordance with the Borrowers'
corporate documents;
(b) This Amendment, together with all documents executed pursuant
hereto, shall constitute when executed the valid and legally binding
obligations of the Borrowers in accordance with their respective terms;
(c) Except with respect to events or circumstances occurring
subsequent to the date thereof and known to the Lender, all representations
and warranties made in the Agreement are true and correct as of the date
hereof, with the same force and effect as if all representations and
warranties were fully set forth herein;
(d) The Borrowers' obligations under the Loan Documents remain
valid and enforceable obligations, and the execution and delivery of the
amendment and the other documents executed in connection herewith shall not be
construed as a novation of the Agreement or any of the other Loan Documents;
and
(e) As of the date hereof, the Borrowers have no offsets or
defenses against the payment of any of the Obligations.
SECTION 4. Waiver of Claims. As a specific inducement to the Lender
without which the Borrowers acknowledge the Lender would not enter into this
Amendment and the other documents executed in connection herewith, the
Borrowers hereby waive any and all claims that it may have against the Lender,
as of the date hereof, arising out of or relating to the Agreement or any
other Loan Document whether sounding in contract, tort or any other basis.
SECTION 5. Conditions of Effectiveness. This Amendment shall become
effective when, and only when the Lender shall have received this Amendment,
executed and completed by the Borrowers.
SECTION 6. Miscellaneous.
6.1 Reference to Agreement. Upon the effectiveness of
this Amendment, each reference in the Agreement to 'this Agreement" and each
reference in the other Loan Documents to the Agreement, shall mean and be a
reference to the Agreement as amended hereby.
6.2 Effect on Loan Documents. Except as specifically
amended above, the Agreement and all other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed. Without limiting the
generality of the foregoing, all Collateral given to secure the Obligations of
the Borrowers under the Agreement and the other Loan Documents prior to the
date hereof does and shall continue to secure all Obligations of the Borrowers
under the Agreement, as amended hereby and the other Loan Documents, and,
except as provided in the Agreement and the other Loan Documents, no such
Collateral shall be released until all Obligations are satisfied and
completely discharged.
6.3 No Waiver. The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of the Lender under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
<PAGE>
6.4 Costs, Expenses and Taxes. The Borrowers agree to
pay on demand all costs and expenses of the Lender in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, including the
reasonable fees and out-of-pocket expenses of counsel for the Lender with
respect hereto.
6.5 Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the Commonwealth of Virginia,
without giving effect to conflict of law provisions.
IN WITNESS WHEREOF, the Borrowers and the Lender have caused this
Amendment to be signed by their duly authorized representatives under seal all
as of the day and year first above written.
QuesTech, Inc.
a Virginia corporation
ATTEST: By: _____________________
Name: ___________________
Title: ___________________
_________________________
(Secretary)
[corporate seal]
QuesTech Service Company,
a Virginia corporation
ATTEST: By: _____________________
Name: ___________________
Title: ___________________
_________________________
(Secretary)
[corporate seal]
SIGNET BANK/VIRGINIA, a
Virginia banking corporation
By: _______________________
Loriana Cipolletti
Vice President
EXHIBIT 11
<TABLE>
QuesTech, Inc.
COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
<S> <C> <C> <C> <C>
Three Months Six Months
Ended June 30 Ended June 30
1995 1994 1995 1994
Net income ................... $ 140,500 $ 123,800 $ 239,400 $ 210,900
Actual shares outstanding .... 1,568,000 1,568,000 1,568,000 1,568,000
Less: Shares held by the SECT <208,592> <221,792> <208,592> <221,792>
Number of shares used for
calculating earnings per
share ...................... 1,359,408 1,346,208 1,359,408 1,346,208
Weighted average number of
shares outstanding:
Primary .................... 1,425,570 1,385,520 1,415,718 1,374,026
Fully diluted .............. 1,547,144 1,405,029 1,547,144 1,405,029
Earnings per share:
Primary .................... $ .10 .09 .17 .15
Fully diluted .............. $ .09 $ .09 $ .16 $ .15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 130400
<SECURITIES> 0
<RECEIVABLES> 7697100
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9062000
<PP&E> 7726100
<DEPRECIATION> 6619200
<TOTAL-ASSETS> 14648200
<CURRENT-LIABILITIES> 6500600
<BONDS> 3232400
<COMMON> 78900
0
0
<OTHER-SE> 4836300
<TOTAL-LIABILITY-AND-EQUITY> 14648300
<SALES> 0
<TOTAL-REVENUES> 27733200
<CGS> 0
<TOTAL-COSTS> 26834300
<OTHER-EXPENSES> 223000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 187500
<INCOME-PRETAX> 488400
<INCOME-TAX> 249000
<INCOME-CONTINUING> 239400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 239400
<EPS-PRIMARY> .17
<EPS-DILUTED> .16
</TABLE>
