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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996 Commission File No. 2-88617
QUESTECH, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-0844913
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7600-A Leesburg Pike
Falls Church, Virginia 22043
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code -- (703) 760-1000
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock ($.05 par value) NASDAQ
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of Common Stock held by non-affiliates of the
registrant at March 7, 1997 -- $6.7 million.
Number of shares of Common Stock outstanding on March 7, 1997 --
1,610,957 shares.
PART I
Item 1. BUSINESS
QuesTech, Inc. (the Company), provides a broad spectrum of
professional services to customers within several high technology
communities. Corporate products include scientific, engineering, research,
and management services in electronics, information warfare, information
technology, computer software, systems integration, and industrial
analysis.
A major portion of the Company's 1996 revenues were derived from
competitively awarded contracts with U. S. Government clients, primarily
within the Department of Defense.
Systems Engineering and Scientific Research
The Company performs a broad range of high technology services for
agencies of the Department of Defense ("DOD") and the national security
community. These services are provided through a number of operating
units, each focused on a distinct market and specific customer base.
QuesTech Research Division ("QTRD")
QuesTech Research Division (QTRD) provides diversified, high
technology engineering and management services to various industries and
DOD agencies. QTRD performs engineering services from concept formulation
and systems design, through engineering, technical and program management
support, to research and development. QTRD solves complex problems for its
customers, primarily in the fields of intelligence, electronic warfare,
command, control, and industrial modernization.
QTRD services also include engineering and management support to
Government and industry in intelligence analysis, tactical and processing
systems, software development, systems integration, industrial base
analysis, technology assessments, manufacturing technology, and electronic
warfare.
QuesTech Service Company ("QTSC")
This wholly-owned subsidiary of the Company provides engineering field
services, including equipment installation, test monitoring, and operations
and maintenance. QTSC also provides cost-effective program support
services, including system analyses, integrated logistics support,
equipment procurement, failure analysis, maintenance provisioning, training
and inspections to customers in the Department of Defense and intelligence
communities. QTSC deploys personnel to locations from coast to coast and
around the world to perform on programs involving electronic warfare,
computer control and communication, signal intelligence and communications
systems.
QuesTech Packaging, Inc. ("QTPI", formerly QuesTech Ventures, Inc.)
QuesTech Packaging, Inc. is a wholly-owned subsidiary which
manufactures plastic containers utilizing scrapless, melt-phase
thermoforming technology. Its main product line consists of drop-in,
thermoformed infant bottle liners, which are another alternative to bag-type
liners produced by its competitors.
U. S. Government Contracts
The Company's business is primarily derived from competitively awarded
U. S. Government contracts.
United States Government contracts and related customer orders are
generally subject to termination at the convenience of the United States
Government whenever it believes that such termination would be in its best
interests. Under contracts terminated for the convenience of the United
States Government, the Company may be entitled to receive payment for work
completed and allowable termination costs. Whether the occurrence of any
such termination would have an adverse effect on the Company would depend
upon the particular contract and the nature of the termination.
The Company's business is conducted pursuant to three types of
contracts: cost reimbursable, time and materials, and fixed price.
Certain of the Company's incurred costs are reimbursable under
cost-reimbursable type contracts. These costs are subject to incurred cost
audits in which the government may disallow some of the costs claimed for
contract costing purposes. Management is not aware of any adjustments that
will result in a material charge to current or future operations, as a
result of these audits.
U. S. Government contracting activity involves procurement by formal
advertising or by sole source procedures. The Government is authorized to
forego formal advertising for the procurement of professional, experi-
mental, developmental or research services when the availability of
supplies or services from only one source or other circumstances render it
impractical to secure competitive bids.
Backlog
The term "backlog" includes the aggregate contract revenues remaining
to be earned at the stated time. The following table reflects the
Company's backlog as of December 31, 1996 and December 31, 1995:
<TABLE>
Funded Backlog Unfunded Backlog
December 31, December 31,
1996 1995 1996 1995
<C> <C> <C> <C>
$38,608,600 $23,592,600 $367,148,200 $427,917,500
</TABLE>
The term "funded" refers to the portion of aggregate contract revenues
remaining to be earned that is covered by funding appropriations and
allotments to the contract by the procuring agency; the term "unfunded"
refers to the excess of the value of the contract award over the funded
value. Management cannot provide any assurance that the customer will
authorize funding amounts in addition to funding commitments existing as of
the end of 1996. However, the Company historically has received the
funding for substantially all of its unfunded backlog.
Personnel
The Company and its subsidiaries, as of December 31, 1996, had
approximately 600 employees on a regular full-time and part-time basis.
The nature of the services provided by the Company requires the
employment of large numbers of professional and technical personnel,
including engineers, analysts, scientists, computer software specialists,
computer programmers and skilled technicians. The Company's future success
will depend to a substantial extent on its ability to continue to attract
and retain qualified personnel.
Competition
The Company has many competitors, including large, diversified firms
having greater financial resources and larger technical staffs. Other
competitors, although smaller, are highly qualified in specialized areas
and may offer price advantages or may receive greater benefits under the
Small Business Set-Aside Program, which includes small and disadvantaged
businesses. Furthermore, the U. S. Government's own in-house capabilities
and federally sponsored, not-for profit contract research centers compete
with the Company. The Government contracting industry is faced with
changes such as global and political influences on the DOD budget, changes
in labor conditions, and the emergence of new competing companies, any of
which could have a material effect on the Company's efforts and profits.
Patents
U. S. Patent No. 4,539,625, entitled LIGHTING SYSTEM COMBINING
DAYLIGHT CONCENTRATORS AND AN ARTIFICIAL SOURCE, issued September 3, 1985.
Corresponding foreign patent: Canadian Patent No. 1,236,808 issued May 17,
1988.
U. S. Patent No. 4,767,902, entitled METHOD & APPARATUS FOR THE
MICROWAVE JOINING OF CERAMIC ITEMS, issued August 30, 1988. Corresponding
foreign patents: None. However, applications have been filed in seven
foreign countries: Canada, Japan, France, Great Britain, Italy, Sweden and
Germany.
U. S. Patent No. 4,964,591, entitled PROJECTILE HAVING NONELECTRONIC
INFRARED HEAT TRACKING DEVICE, issued October 23, 1990. European Patent
No. 392,306 granted on December 28, 1994.
U. S. Patent No. 4,757,172, entitled METHOD & APPARATUS FOR THE
MICROWAVE JOINING OF NON-OXIDE CERAMIC ITEMS, issued July 12, 1988.
European Patent No. 308,593 granted February 26, 1992.
U. S. Patent No. 4,836,734, entitled MELT-PHASE THERMAL PRESSURE
APPARATUS FOR FORMING OF PLASTIC BLANKS INTO RETORTABLE CONTAINERS, issued
June 6, 1989. European Patent No. 330,721 granted on January 22, 1992.
U. S. Patent No. 4,997,691, entitled RETORTABLE CONTAINER I, issued
March 5, 1991. European Patent No. 363,918 granted on May 24, 1995.
U. S. Patent No. 5,091,231, entitled RETORTABLE CONTAINER II, issued
February 25, 1992. Corresponding foreign patents: None. However,
applications have been filed in fifteen foreign countries: Australia,
Canada, Austria, Belgium, France, Germany, Greece, Italy, Luxembourg,
Netherlands, Spain, Sweden, Switzerland, Liechtenstein, and the United
Kingdom.
Service Mark:
U. S. Service Mark Reg. No. 1,531,368, QuesTech, Inc., issued March
21, 1989.
U. S. Service Mark Reg. No. 1,931,615 issued on October 31, 1995.
Trademark
QuesTech, Inc. was issued U.S. Service Mark Registration No. 1,531,368 on
March 21, 1989, No. 1,931,615 on October 31, 1995; and U.S. Trademark
Registration No. 1,933,165 on November 7, 1995.
Item 2. PROPERTIES
As of the date of this report, the Company maintains leases throughout
the United States, which includes the Falls Church, Virginia headquarters'
lease for 25,939 square feet. In addition, there are material leases in
five other locations totaling approximately 67,400 square feet. Management
believes that its existing leases are suitable and adequate.
Item 3. LEGAL PROCEEDINGS
The following information is furnished regarding litigation involving
the Company:
On January 2, 1996, the Company was named as a defendant in a lawsuit
captioned 7600 Limited Partnership and Guy Beatty v. QuesTech, Inc. The
plaintiffs (the Company's former landlord and its general partner) sought
attorneys' fees incurred in two earlier landlord/tenant cases (a contract
claim) plus damages for the tort of malicious prosecution, plus punitive
damages.
In February 1997, the Company agreed to a settlement which has been
accounted for in the financial statements. The settlement, which is subject
to final documentation, disposes of all issues raised in the litigation
and had no material impact on the Company's financial statements.
The Company has no other litigation pending which involves potential
liability in excess of $10,000.
Other Claims
Since September 1996, the Company has been involved in a dispute with
Munchkin, Inc., the sole customer at that time of its QTPI subsidiary. The
dispute involved an alleged breach of contract and warranty issues, as well
as claims for payment by QTPI.
In addition, in February, the Company filed a declaratory judgment
action seeking to clarify the nature of the exclusivity granted to Munchkin
under its contract.
The Company is currently in negotiations which if successful would resolve
all outstanding disputes with Munchkin, Inc.
The Company has no other claims pending which involves potential
liability in excess of $10,000.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters shall be submitted to a vote of security holders
at the Company's Annual Meeting on May 23, 1997:
Election of six directors to the Company's Board of Directors;
Ratification of the appointment of the Company's independent auditor;
and
Amendment of the Company's Incentive Stock Option Plan (ISOP).
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's authorized capital stock consists of 3,000,000 shares at
a par value of $0.05 per share. At December 31, 1996, there were 1,649,904
shares issued, of which 1,610,857 were outstanding and 39,047 shares were
in Treasury. Of the shares outstanding, 176,131 shares are held by the
Company's Stock Employee Compensation Trust. The Company's common stock is
traded on NASDAQ. Set forth below are the high and low selling price 1 for
the common stock for each full quarter of 1996 and 1995, during which the
common stock has been publicly traded as reported by NASDAQ.
<TABLE>
Period High Low
<S> <C> <C>
1st fiscal quarter - 1996 9.00 7.50
2nd fiscal quarter - 1996 9.25 7.00
3rd fiscal quarter - 1996 8.25 6.25
4th fiscal quarter - 1996 8.00 7.25
1st fiscal quarter - 1995 4.75 3.75
2nd fiscal quarter - 1995 9.75 4.63
3rd fiscal quarter - 1995 8.63 7.00
4th fiscal quarter - 1995 9.75 5.75
</TABLE>
As of December 31, 1996 there were 275 accounts of record,
representing approximately 800 beneficial stockholders, including
individuals and persons whose stock is held in street name by stockbrokers.
The Company has not paid dividends on its Common Stock since its
inception. The payment of dividends in the future, if any, will be
determined by the Board of Directors.
1/ The high and low over-the-counter market quotation reflects inter-dealer
prices, without retail mark-up, mark-down, or commission, and
may not necessarily reflect actual transactions.
PART II
Item 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data
with respect to the Company and is qualified by reference to the
Consolidated Financial Statements and Notes thereto included in Part IV.
<TABLE>
Years Ended December 31,
Operations Statements Data: 1996 1995 1994 1993 1992
(In thousands, except
earnings/loss per share):
<S> <C> <C> <C> <C> <C>
Revenues .................... $72,370 $57,951 $54,696 $52,649 $48,653
Income from operations before
other income<expense> and
income taxes .............. 1,583 2,028 1,877 1,431 1,315
Charges arising from settle-
ments of litigation ....... -- 722 843 1,754 224
Interest expense ............ 578 396 386 307 243
Earnings<loss> before income
taxes ..................... 1,005 910 647 <630> 848
Extraordinary gain .......... -- -- -- -- 372
Net earnings<loss> .......... 818 520 318 <286> 438
Earnings<loss> per common
share and common equivalent
share:
Primary earnings<loss>
per share ................. $ .54 $ .35 $ .23 $ <.18> $ .28
Fully diluted earnings/<loss>
per share ................. $ .54 $ .34 $ .23 $ <.18> $ .28
Weighted average number of
shares outstanding
during 1996, 1995 and 1994:
Primary .................. 1,518 1,485 1,397 1,567 1,568
Fully diluted ............ 1,525 1,540 1,411 1,567 1,568
</TABLE>
<TABLE>
Years Ended December 31,
1996 1995 1994 1993 1992
Balance Sheet Data:
<S> <C> <C> <C> <C> <C>
Total Assets ................ $20,618 $16,424 $15,759 $17,610 $14,896
Long-term debt .............. 1,722 156 213 274 78
Indebtedness to related
parties ................... 1,417 1,322 1,189 1,281 1,111
Accrued postretirement
benefit cost .............. 1,267 1,161 977 1,091 --
Other long-term obligations . 1,011 1,137 831 884 --
Deferred gain and rent
credits ................... -- -- -- 751 954
Stockholders' equity ........ $ 6,032 $ 5,048 $ 4,653 $ 4,335 $ 5,065
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: 1996 Compared With 1995
Revenues
During 1996, the Company's revenues were $72.4 million, up 25% over
1995. Both the government contracting and the commmercial packaging
segments reported business growth compared to last year. The government
contracting segment, which provides 99% of the Company's revenues, consists
of two operating business units: QuesTech Research Division and QuesTech
Service Company ("QTRD" and "QTSC" respectively). A significant portion of
the revenues are derived from two major contracts with the Department of
the Army. The commercial packaging segment has only one operating business
unit, QuesTech Packaging, Inc. ("QTPI"). During 1996, QTPI had only one
customer.
Government Contracts
Revenues from a large Army contract and its follow-on effort which
commenced performance during 1996 have accounted for over 40% of the
Company's revenue during each of the last four years. A significant
portion of the revenue increase was derived from materials and
subcontract-intensive work orders. Revenues from increased efforts on Navy
contracts and a new 5-year $25 million Air Force contract also contributed
to growth.
Commercial Packaging
During the first half of 1996, QTPI produced thermoformed infant
bottle liners which were marketed under the "1-Step" Munchkin brand.
Following a dispute on pricing terms and product specifications, QTPI
drastically cut back its production and halted customer shipments during
the third quarter. No sales were posted during the fourth quarter.
Operating Expenses
The Company's operating expenses during 1996 rose to $70.8 million, up
27% over 1995. Salaries, wages and employee benefits increased primarily
as a result of increased direct labor staffing on government contracts. A
major portion of the increase in operating expenses arose from
materials-intensive delivery orders and subcontracting activities.
Additionally, manufacturing costs increased during the production stages.
Income from Operations
Income from operations for 1996 was approximately $1.6 million, which
declined by 22% compared to 1995. Operating income was negatively impacted
by reduced margins arising from the costs of certain contractual
requirements. Continuing losses at QTPI, which included unabsorbed
production overhead in the absence of sales, and reserves for inventory and
receivable write-downs, contributed to the decrease in operating income.
Interest Expense
Interest expense increased 46% over 1995. Interest costs associated
with construction in progress at the manufacturing plant were charged to
operations, instead of capitalized.
Taxes
The Company's 1996 effective tax rate declined to 18.5% from 42.8%
during 1995. The decrease in tax rate resulted from a tax benefit arising
from non-recurring adjustments to deferred taxes associated with
depreciation and other favorable tax deductions.
Net Earnings
For 1996, primary and fully diluted earnings per share were $.54 on
earnings of $818,300; these amounts reflected a 54% increase over per share
earnings of $.35 during 1995.
Financial Condition
The following table compares selected financial data that measure the
Company's liquidity and capital resources at December 31, 1996, 1995 and
1994 (in thousands of dollars, except for ratios):
<TABLE>
1996 1995 1994
<S> <C> <C> <C>
Working capital $ 1,932 $ 1,995 $ 2,903
Current assets 11,101 9,595 10,799
Current liabilities 9,169 7,600 7,896
Availability under
line of credit 4,773 3,606 3,746
Working capital ratio (1) 1.21 1.26 1.37
</TABLE>
(1) Current assets over current liabilities.
The Company's financial condition improved through continued
profitability on consolidated operations. Working capital remained at $1.9
million, which was approximately the same as last year, despite highly
leveraged activities. Operating cash flows provided by the government
contract segment were consumed by the commercial packaging segment's
operating cash requirements. Inventories, which were twice last year's
levels despite a write-down, increased pending shipment of finished goods
that are subject to a contract dispute. The increase in accounts
receivable resulted mainly from revenue growth. Capital expenditures,
primarily related to manufacturing build-out, were financed initially by
the line of credit facility, and subsequently refinanced with $2.1 million
of proceeds from a long-term capital lease. During the next two years, the
Company will incur costs associated with the relocation of its contract
efforts from Vint Hill to Fort Monmouth. Some of these amounts may be
mitigated through certain state grants.
The Company intends to implement a wide-area network covering twelve
sites. The cost of setting up three pilot sites is expected to exceed
$300,000. Of this amount, approximately $60,000 was expended in 1996.
Outlook
Forward looking statements contained in this report are made pursuant
to the safe harbor provisions of the Private Securities Litigation Report
Act of 1995. Certain factors could cause actual results to differ
materially from the statements. These factors include but are not limited
to: continuity of contract funding and customer relationships; retention
of key personnel, particularly those involved in technical efforts;
interest rates; changes in technology; and potential impact of industry
consolidation.
The current business environment for the defense contracting industry
continues to be characterized by a general atmosphere of uncertainty. This
uncertainty is the result of several factors including: 1) defense budget
cuts; 2) base closures and consolidations; and 3) increased competitive
pressures. These factors will continue to shape the defense contracting
industry over the next several years. However, given the emergence of
regional threats and ease with which leading edge technologies can be
acquired by potential adversaries, there is the possibility these trends
may be curtailed or reversed. In addition, several segments within the
industry, such as the area of application programming and Information
Warfare, will provide growth opportunities for contractors.
Management anticipates that there will be little impact on the
Company's existing contracts during 1997 due to base closures. Vint Hill
Farms Station, the site of QTRD's major Army support contract, is one of
the bases scheduled to be closed by the DOD in late 1997. However, the
mission being supported at Vint Hill -- high technology engineering
services -- has been relocated to Fort Monmouth. The Company will continue
to provide support to this mission under its current contract. It is
anticipated that Army work will continue to remain a significant percentage
of the Company's overall business over the next several years.
As a result of the decreased defense appropriations, competition among
contractors has increased considerably. Large contractors who typically
targeted only large programs, now pursue programs of any size. Therefore,
bigger contractors have become the Company's direct competitors. Further,
competitive pressures have caused many firms to merge with other companies.
The competitors who remain often gain increased expertise and experience
through the mergers, resulting in formidable competition for the Company.
Management believes the Company is positioned well to withstand the rigors
of the current environment through a superior technical track record and
competitive pricing.
The Company has invested over $3 million in manufacturing equipment,
plant build-out and refitting costs at its Newport News facility.
Marketing efforts have elicited interest from prospective customers, one of
which has provided funding for a prototype mold to produce samples for
testing. Based on internal cash flow forecasts, management has determined
that no impairment has occurred for its plant equipment and manufacturing
technology. Results of operations, financial condition, and liquidity for
1997 may be negatively affected by factors such as: the timing of the
execution of any new agreements, and the lead time for machine retooling
and testing in accordance with new customer specifications. The Company is
unable to provide assurance that actual sales to other customers will be in
line with forecasts.
RESULTS OF OPERATIONS: 1995 Compared With 1994
Revenues
During 1995, the Company's revenues were $57.9 million, up 6% over
1994. The Company's business base is made up of the government contract
segment and the commmercial packaging segment. The government contract
segment consists of QuesTech Research Division ("QTRD") and QuesTech
Service Company ("QTSC"); the packaging segment consists of QuesTech
Packaging, Inc. ("QTPI"). The growth during 1995 was the result of a 10%
increase in revenues at QTRD, which sustained the same growth rate during
each of the last two years, despite continued business contraction at QTSC.
QTPI posted sales during late December, 1995, as a result of an initial
shipment to its customer under a supply contract.
Operating Expenses
The Company's operating expenses during 1995 rose to $56 million, up
5.88% over 1994. Salaries, wages and employee benefits remained constant
as a percentage of sales, primarily as a result of heightened direct labor
activity on government contracts. The increase in other operating expenses
also included the cost of subcontract teaming efforts, travel related to
performance on government contracts, and start-up production and
engineering costs at QTPI. Excluding corporate expense allocations, the
cost of maintaining QTPI's operations in 1995 was approximately $1.2
million, up from approximately $546,000 during 1994. Most of the cost
increase was related to technical management and engineering support (not
associated with equipment fabrication), prior to the manufacturing
equipment being placed in service.
Income from Operations
Income from operations for 1995 was approximately $2.0 million, up 8%
over 1994, as a result of favorable margins and increased billable hours on
government contracts. Favorable margins from the government contracts
business segment allowed the Company to support the start-up operations of
QTPI, and achieve modest growth in operating income.
Interest Expense
Interest expense in 1995 increased 2% over 1994, primarily because of
increased borrowings under the line of credit. The line of credit interest
expense was partially mitigated by reduced interest cost associated with
curtailments of other long-term borrowings.
Charges Arising from Settlements of Litigation
During 1995, other expense was $722,100, down from $843,100 during
1994, resulting from cost savings made possible by the conclusion of
significant litigation activities, including a re-structuring of its case
planning and strategy. Based on its assessment of the expected outcome of
outstanding litigation, management believed that it had provided adequate
allowances in the financial statements.
Taxes
During 1995, the Company's effective tax rate was 42.8% of pre-tax
income, compared to 50.9% during 1994. For tax purposes, the Company
benefited from an increase in certain non-taxable income.
Net Earnings
For 1995, primary and fully diluted earnings per share were $.35 and
$.34 on earnings of $520,100; these amounts reflected a 52% and 48%
increase over per share earnings of $.23 (primary and fully diluted,
respectively) during 1994. The increase in per share amounts was less than
the 64% net earnings growth due to the dilutive impact of common stock
equivalents.
IMPACT OF INFLATION
The impact of inflation on the Company's costs is minimal due to the
fact that increased costs are normally included in its pricing structure or
otherwise recovered through reimbursement of contract costs incurred.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Included under Item 14.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
Vincent L. Salvatori - Chairman of the Board and Chief Executive
Officer, QuesTech, Inc.
Dr. Robert B. Costello - Chairman, Costello Group
Edward G. Broenniman - President and Chief Executive Officer, Piedmont
Group, Chief Operating Officer and Chief Financial Officer, Hemex, Inc.
Gerald F. Mayefskie - President and Chief Operating Officer, QuesTech,
Inc.
Sebastian P. Musco - Chairman of the Board and Chief Executive
Officer, Gemini Industries, Inc.
Lt. General Vincent M. Russo (Ret.) - Independent Consultant in
Logistics
Executive Officers
Vincent L. Salvatori - Chairman of the Board and Chief Executive
Officer
Gerald F. Mayefskie - President and Chief Operating Officer
Joseph P. O'Connell - Vice President and Chief Financial Officer
Christina M. Burkholder - Vice President and General Counsel
Item 11. EXECUTIVE COMPENSATION
Reference is made to the material under the caption, "Remuneration of
Directors and Officers" in the Registrant's definitive Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to the material under the captions, "Stock
Ownership" and "Additional Inside Interests of Beneficial Security
Ownership" in the Registrant's definitive proxy statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) Documents filed as part of this report:
1. Financial Statements.
Attached.
2. Financial Statement Schedules.
Attached.
3. Exhibits
(3) Articles of Incorporation and Bylaws, filed on December
27, 1983 with the Company's Registration Statement on
Form S-1 are incorporated herein by reference.
(4) None
(9) None
(10) Material Contracts
(a) Stock Option Plans.
(i) 1996 Stock Option Plan
(ii) Stock Option Plan for Non-Employee Directors
(b) Agreement dated between Vincent L. Salvatori and
QuesTech. Incorporated herein by reference.
(c) Agreement dated between Gerald F. Mayefskie and
QuesTech. Incorporated herein by reference.
(d) Confidential Settlement Agreement dated February
2, 1994 between William E. Bigler, Jr. and Jerome M.
Raffel and QuesTech, Inc. (redacted in part).
Incorporated herein by reference.
(e) Confidential Settlement Agreement with Oscar E.
Hayes, dated August, 1995. Incorporated herein by
reference.
11. Earnings per share: Reference is made to Registrant's
financial statements.
12. Statement re computation of ratios: Reference is made to
Registrant's financial statements.
13. Reference is made to Registrant's definitive 1997 proxy
statement to be filed in connection with the Annual
Stockholders' Meeting.
21. Subsidiaries of the registrant
<TABLE>
Name of Subsidiary State of Incorporation
<C> <C>
QuesTech Service Company Virginia
QuesTech Packaging Inc. Virginia
QuesTech Model Company Virginia
(inactive)
QuesTech Information Virginia
Sciences Corporation
(newly formed)
</TABLE>
27. Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were required to be filed
during 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: ________________________ By: ____________________________________
Vincent L. Salvatori
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
CEO and Chairman of
________________________ the Board (Principal ______________________
Vincent L. Salvatori Executive Officer)
President,
________________________ Chief Operating Officer ______________________
Gerald F. Mayefskie and Director
Chief Financial Officer
________________________ (Principal Financial and ______________________
Joseph P. O'Connell, Jr. Accounting Officer)
________________________ Director ______________________
Robert B. Costello
Director
Vincent M. Russo
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act
The registrant shall furnish to the Commission, its annual report to
security holders covering the registrant's last fiscal year, and the proxy
statement, form of proxy, or other proxy soliciting material sent to more
than ten of the registrant's security holders with respect to its 1996
Annual Stockholders' Meeting.
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1), (2), (3), (10), (11)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1996
QUESTECH, INC.
FALLS CHURCH, VIRGINIA
QUESTECH, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1996, 1995 and 1994
C O N T E N T S
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1996
AND 1995 4
CONSOLIDATED STATEMENTS OF EARNINGS - YEARS ENDED
DECEMBER 31, 1996, 1995 AND 1994 6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY -
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 7
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS
ENDED DECEMBER 31, 1996, 1995 AND 1994 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11-42
SUPPLEMENTAL INFORMATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 44
Report of Independent Certified Public Accountants
Stockholders
QuesTech, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of QuesTech,
Inc. (a Virginia corporation) and Subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of earnings, stockholder's
equity and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of QuesTech, Inc. and
Subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.
We have also audited Schedule II as of December 31, 1996 and for each of
the three years in the period then ended. In our opinion, this schedule
presents fairly the information required to be set forth therein.
Grant Thornton LLP
Vienna, Virginia
February 6, 1997
<TABLE>
QuesTech, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31,
ASSETS
1996 1995
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents ................. $ 54,300 $ 178,300
Accounts receivable
Trade ................................... 9,030,900 8,341,900
Income taxes and other................... 594,500 16,500
Inventories ............................... 170,400 81,500
Prepaid expenses and other ................ 350,200 225,500
Deferred income taxes ..................... 900,300 751,300
Total current assets ................. 11,100,600 9,595,000
EQUIPMENT AND LEASEHOLD IMPROVEMENTS - at
cost less accumulated depreciation and
amortization .............................. 4,952,600 2,256,500
GOODWILL, less accumulated amortization of
$1,571,600 and $1,417,000, respectively
........................................... 1,365,000 1,519,600
DEFERRED INCOME TAXES, net of valuation
allowance of $262,000 and $148,000
respectively .............................. 1,315,600 1,218,100
OTHER ASSETS ................................ 1,884,300 1,834,500
TOTAL ASSETS ................................ $20,618,100 $16,423,700
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
QuesTech, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY
1996 1995
CURRENT LIABILITIES
<S> <C> <C>
Line of credit ............................ $ 1,227,400 $ 394,100
Current maturities of long-term
obligations .............................. 374,000 57,100
Accounts payable ........................... 1,940,300 2,268,800
Accrued liabilities and deferred
credits .................................. 5,627,300 4,834,300
Income taxes
Currently payable ........................ -- 45,200
Total current liabilities ............ 9,169,000 7,599,500
LONG-TERM OBLIGATIONS, net of current
maturities ................................. 1,721,800 156,200
INDEBTEDNESS TO RELATED PARTIES .............. 1,417,100 1,321,900
ACCRUED POSTRETIREMENT BENEFIT COST .......... 1,267,300 1,161,000
OTHER LONG TERM OBLIGATIONS .................. 1,010,500 1,137,300
Total liabilities .................... 14,585,700 11,375,900
COMMITMENTS AND CONTINGENCIES ................ -- --
STOCKHOLDERS' EQUITY
Common stock - authorized 3,000,000 shares
of $.05 par value, issued 1,649,904 and
1,578,000 shares, outstanding 1,610,857
and 1,536,461 at December 31, 1996 and
1995, respectively ....................... 82,500 78,900
Additional paid in capital ................. 2,835,600 2,720,100
Retained earnings .......................... 3,652,000 2,833,700
Less: Treasury Stock at cost .............. <193,100> <227,300>
Due from SECT .............................. <344,600> <357,600>
Total stockholders' equity ........... 6,032,400 5,047,800
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ... $20,618,100 $16,423,700
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
QuesTech, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
Year ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Revenues ......................... $72,370,100 $57,951,200 $54,696,400
Operating expenses
Salaries, wages and
employee benefits ............ 34,594,600 28,269,100 26,719,900
Other operating expenses ....... 36,192,700 27,653,800 26,099,600
Total Operating Expenses ......... 70,787,300 55,922,900 52,819,500
Income from operations ....... 1,582,800 2,028,300 1,876,900
Other expense
Interest expense ............... <578,300> <395,800> <386,400>
Charges arising from settlements
of litigation ................ -- <722,100> <843,100>
Earnings before income taxes . 1,004,500 910,400 647,400
Provision for income taxes ....... <186,200> <390,300> <329,600>
NET EARNINGS .............. $ 818,300 $ 520,100 $ 317,800
Weighted average number of common
shares outstanding:
Primary ...................... 1,518,374 1,484,680 1,396,594
Fully diluted ................ 1,524,757 1,540,208 1,410,902
Earnings per share:
Primary ........................ $ .54 $ .35 $ .23
Fully diluted .................. $ .54 $ .34 $ .23
</TABLE>
The accompanying notes are an integral part of these statements.
QuesTech, Inc. and Subsidiaries
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Year ended December 31,
1996 1995 1994
Common Stock:
<S> <C> <C> <C>
Beginning balance ................... $ 78,900 $ 78,900 $ 78,900
Exercise of options ................. 3,600 -- --
Ending balance ...................... 82,500 78,900 78,900
Additional paid in capital:
Beginning balance ................. 2,720,100 2,722,700 2,722,700
Exercise of options ............... 85,500 <2,600> --
Tax benefit associated with
exercise of options ............. 30,000 -- --
Ending balance .................... 2,835,600 2,720,100 2,722,700
Retained Earnings:
Beginning balance ................... 2,833,700 2,313,600 1,995,800
Net Earnings ........................ 818,300 520,100 317,800
Ending balance ...................... 3,652,000 2,833,700 2,313,600
Treasury Shares:
Beginning balance ................... <227,300> <30,000> <30,000>
Purchase of shares -- <197,300> --
Exercise of options ................. 34,200 -- --
Ending balance ...................... <193,100> <227,300> <30,000>
Due from SECT:
Beginning balance ................... <357,600> <432,500> <432,500>
Exercise of options ................. 13,000 74,900 --
Ending balance ...................... <344,600> <357,600> <432,500>
Total Stockholders' Equity ............ $6,032,400 $5,047,800 $4,652,700
</TABLE>
<TABLE>
QuesTech, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Year ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Shares of Common stock authorized .... 3,000,000 3,000,000 3,000,000
Shares of Common stock issued:
Beginning balance ................... 1,578,000 1,578,000 1,578,000
Exercise of options ................. 71,904 -- --
Ending balance ...................... 1,649,904 1,578,000 1,578,000
Shares of Treasury stock:
Beginning balance ................... 41,539 10,000 10,000
Acquisition <Reissue> of Treasury
stock ............................. <2,492> 31,539 --
Ending balance ...................... 39,047 41,539 10,000
Shares held by the SECT:
Beginning balance ................... 183,392 221,792 221,792
Release of Shares ................... <7,261> <38,400> --
Ending balance ...................... 176,131 183,392 221,792
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
QuesTech, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
1996 1995 1994
Increase (Decrease) in Cash and
Cash Equivalents
Cash flows from operating activities:
<S> <C> <C> <C>
Net earnings ..................... $ 818,300 $ 520,100 $ 317,800
Adjustments to reconcile net
earnings to net cash from
operating activities:
Depreciation and Amortization .. 940,900 677,300 695,800
Reserve for unrecovered contract
costs and doubtful accounts .. 337,500 185,000 --
Provision for lease settlement . -- -- <626,400>
Increase in fund values of
nonqualifying plan assets .... <234,900> <197,200> <152,100>
Changes in assets and liabilities:
Accounts receivable ..........<1,267,000> 689,500 1,467,900
Inventories .................. <88,900> <81,500> 46,400
Prepaid expenses and other
assets ..................... 56,000 194,500 <274,300>
Accounts payable and accrued
expenses.................... 464,500 <175,400> <21,000>
Income taxes payable ......... <45,200> <74,700> <325,800>
Deferred taxes payable ....... <246,500> <195,700> 136,100
Indebtedness to related parties
and other long-term
obligations .................. 114,300 559,100 108,100
Accrued postretirement benefits 106,300 184,200 <113,900>
Net cash provided by
operating activities 955,300 2,285,200 1,258,600
</TABLE>
<TABLE>
QuesTech, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
1996 1995 1994
Cash flows from investing activities:
<S> <C> <C> <C>
Capital expenditures ............ $<3,815,500> $<2,019,900> $ <355,100>
Proceeds from return on investment
in whole life policies ........ -- -- 250,300
Net cash used in
investing activities <3,815,500> <2,019,900> <104,800>
Cash flows from financing activities:
Increase/<Decrease> in line of
credit ........................ 833,300 139,900 <281,000>
Cash advance to SECT for stock
acquisition .................... -- -- <432,500>
Cash proceeds from exercise of
stock options .................. 166,300 51,700 --
Proceeds from lease financing ... 2,041,900 -- --
Repayment of long-term debt ..... <131,800> <51,100> <97,400>
Repayment of indebtedness to
related parties ............... <58,600> <242,300> <192,000>
Repayment of other long-term debt <114,900> <70,400> <61,500>
Purchase of Treasury Stock ...... -- <176,700> --
Net cash used in
financing activities 2,736,200 <348,900> <1,064,400>
Net increase<decrease> in cash ..... <124,000> <83,600> 89,400
Cash, beginning of period .......... 178,300 261,900 172,500
Cash, end of period ................ $ 54,300 $ 178,300 $ 261,900
Cash payments for:
Interest ......................... 355,900 147,300 140,600
Income taxes ..................... 916,400 671,200 519,100
</TABLE>
The accompanying notes are an integral part of these financial statements.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES
1. Nature of Operations
The Company performs a broad range of high technology services for industry
and agencies of the United States Department of Defense ("DOD") and the
national security community. These services are provided through two
business units, QuesTech Research Division ("QTRD") and QuesTech Service
Company ("QTSC"). Revenues from government contracts account for 99% of
the Company's revenues. A third subsidiary, QuesTech Packaging, Inc.
("QTPI", formerly QuesTech Ventures, Inc.), is in the business of
manufacturing plastic containers.
2. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
3. Principles of Consolidation
The accompanying financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All material intercompany transactions
have been eliminated in consolidation.
4. Income Recognition
The Company provides services, primarily for the United States Government,
under three types of contracts: cost-reimbursement, fixed price and
time-and-materials. Substantially all of the Company's revenue is derived
from these contracts. Approximately 40% of the Company's consolidated
revenues
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued
during each of the last three years was generated by a major contract with
the Department of the Army. Income is recognized for cost-reimbursement
and fixed-price type contracts using the percentage-of-completion method
based on costs incurred; for time-and-materials contracts, income is based
on contractually defined billing rates applied to services performed and
materials delivered. Anticipated losses on contracts are recognized as
soon as they become known.
Certain of the Company's contracts include provisions permitting the
government to withhold a defined amount or percentage of a contract price
until certain conditions have been satisfactorily met. These conditions
primarily relate to uncompleted indirect cost rate negotiations and
substantial completion of contract performance. The inclusion of these
amounts in income is consistent with the revenue recognition policy stated
above. The inclusion of the retainages and costs subject to audit in
income is consistent with common industry practice.
A portion of the Company's revenues related to performance on certain
cost-reimbursement type contracts is subject to audit by the United States
Defense Contract Audit Agency (DCAA). Such contract audits have been
completed through December 31, 1991. Contract costs for the government
contract segment for 1992 through 1995 are expected to be audited during
1997. Contract revenue has been recorded in amounts that are expected to
be realized upon final settlement.
5. Operating Expenses
Operating expenses presented in the accompanying statements of operations
reflect the allocation of overhead and general and administrative expenses.
6. Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued
7. Inventories
Inventories consist principally of raw materials and certain finished
goods and are stated at the lower of cost or market. Cost is determined
principally under the average cost method.
8. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:
Cash and cash equivalents, accounts receivable, accounts payable, line
of credit, and other accrued liabilities - The carrying amounts
approximate fair value because of the short maturity of these
instruments. The Company's receivables arise primarily in connection
with its performance on government contracts and therefore have
negligible credit risk.
Investment in a partnership - The fair value is based on the maximum
amount of proceeds expected to be realized by the Company, upon
liquidation of the partnership.
Cash Values of Insurance Policies - The fair value is based on the cash
values accumulated in these policies, net of borrowings. Surrender
charges are not reflected in the fair value amount unless cash
withdrawals or loans are made against these policies. On August
12, 1994, Confederation Life Insurance Company (CLIC), one of the
insurance carriers for these policies, became subject to an Order of
Rehabilitation and was placed under the regulatory supervision of the
Michigan Commissioner of Insurance. As a result, Confederation Life
policies will be subject to certain restrictions, one of which is a
limitation on access to cash values during the lifetime of the insured.
Surrenders, loans and other withdrawals are limited to the lesser of the
net cash flow paid into a policy since August 12, 1994, or the net cash
value of the policy. At December 31, 1996, the
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued
carrying amount of the cash values of these policies was approximately
$477,400.
Letter of credit - The fair value is based on the estimated cost to
terminate or otherwise settle these obligations with the counter-parties.
Following is a summary of the estimated fair value at December 31, 1996, of
the Company's financial instruments other than those on which the carrying
amount approximates fair value.
<TABLE>
Carrying Fair
Amount Value
<S> <C> <C>
Investment in a partnership,
for which it is not practicable
to estimate fair value $ 87,500 $ --
Cash values of Insurance policies 1,453,200 1,453,200
Letter of credit -- 250,000
</TABLE>
9. Property, Plant and Equipment and Related Depreciation
Property, plant and equipment are recorded at cost. Cost includes
expenditures for major improvements and replacements and the net amount of
interest cost associated with significant capital additions. Construction
in progress costs and specialized manufacturing equipment in service are
stated at the lower of cost or fair value, based on expected future cash
flows from the capital investment. During 1996 and 1995, interest cost
associated with construction in progress was expensed due to immaterial
amounts. The cost of properties held under capital leases is equal to the
lower of the net present value of the minimum lease payments or the fair
value of the leased property at the inception of the lease.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued
Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives
(generally five to ten years), using both the straight-line and
declining-balance methods. Amortization of computer software costs developed
for internal use is over five years, based on a double-declining balance
method. Leasehold improvements are amortized over the lives of the
respective leases or the service lives of the improvements, whichever is
the shorter period. Amortization of capitalized leased assets is included
with depreciation expense.
During 1995, the Financial Accounting Standards Board issued SFAS 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to be Disposed of," effective for financial statements with fiscal
years beginning after December 15, 1995. In accordance with the Statement,
long-lived assets and certain intangibles, including goodwill, are required
to be reviewed for impairment whenever events or changes in circumstances
indicate that the related carrying amount may not be recoverable. An
impairment loss is recognized when the estimated undiscounted future cash
flows generated by assets held for use are less than the underlying
carrying amount. The Company has determined that no impairment loss need
be recognized for applicable assets of continuing operations.
10. Goodwill
The excess of the acquisition costs over the fair value of the net assets
of the businesses acquired is being amortized on a straight-line basis over
periods ranging from 19 to 20 years.
The Company regularly performs a reassessment of the continuing value of
the acquired goodwill associated with the acquisitions of American Defense
Systems, Inc. (ADSI) and DHR, Inc. which at December 31, 1996 aggregated
$1.4 million. To the extent that the future cash flows based on the
contracts' expected operating profits will exceed the carrying cost of the
asset, an impairment loss is not recognized. Contract termination or
non-renewal of the contract are events or changes in circumstances that
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued
indicate that the carrying amount of the goodwill asset may not be
recoverable, thereby requiring the recognition of an impairment loss at
that time.
11. Accounting for Postretirement Benefits
Effective in 1993, the Company adopted "Employers' Accounting for
Postretirement Benefits Other Than Pensions" (SFAS 106) and elected to
recognize the transition obligation on a delayed recognition basis. The
transition obligation represents the unfunded portion of the accrued
postretirement benefit obligation (the "APBO") as of the transition date
less any accrued postretirement benefit cost. The accrued postretirement
benefit cost as of the balance sheet date reflects the net periodic cost
attributed to the current year, net of benefit payments, plus the accrued
amount as of the beginning of the year. The cost measurement principles
and required disclosures of SFAS 106 are applied separately to each
identifiable postretirement benefit plan. The accrued postretirement
benefit cost obligation is reported as an aggregate amount in the financial
statements.
12. Accounting for Post-Employment Benefits
The Company periodically re-evaluates its projected obligations under
post-employment agreements when the subject officers receive compensation
increases during their years of active employment. The projected cost of
additional compensation payable during the post-employment years is
discounted at present value and charged to operations. Periodic increases
in the balances due each of the officers also reflect the accrued interest
on the discounted cost of the liability.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued
13. Accounting for Stock-based Compensation
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation," effective for fiscal years that begin after December 15,
1995. The new standard encourages but does not require all entities to
adopt a fair value based method of accounting for all employee stock option
plans. Under this method, compensation cost is measured at the grant date
based on the value of the stock option award and is recognized over the
service period, which is usually the vesting period. The Company has
chosen to use the intrinsic value based method, as prescribed by Opinion
25, that measures compensation cost only to the extent that the option
price is lower than the quoted market price of the stock at the date of the
award. Pro forma disclosures of net income, and earnings per share have
been made, as if the fair value based method of accounting defined in SFAS
123 had been applied. Refer to Note I.
14. Reclassifications
Certain amounts in the 1995 and 1994 financial statements have been
reclassified to conform to the presentation in the 1996 financial
statements.
15. Earnings per share
The computation of earnings per common share is based on the weighted
average number of common shares outstanding. When dilutive, stock options
are included as share equivalents using the treasury stock method. At
December 31, 1996 and 1995, the Company's Stock Employee Compensation Trust
(SECT), which had acquired 221,792 shares of the Company's stock from its
previous founders, held 176,131 and 183,392 shares, respectively. Although
outstanding, the SECT shares are excluded from the base of the earnings per
share calculation.
<TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE B - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
December 31
1996 1995
Accounts receivable
Current
U.S. Government
<S> <C> <C>
Billed $ 9,403,800 $ 8,708,300
Unbilled (including retentions
and indirect cost rate
variances of $1,197,000 and
$82,400 in 1996 and
$1,288,800 and $451,100
in 1995, respectively) 1,739,900 1,686,700
11,143,700 10,395,000
Less reserve for unrecoverable
contract costs and doubtful
accounts <2,112,800> <2,053,100>
$ 9,030,900 $ 8,341,900
</TABLE>
Of the December 31, 1996 billed and unbilled amounts, approximately $9.7
million is expected to be collected in 1997 and the remainder in subsequent
years.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE B - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS -
Continued
<TABLE>
December 31
1996 1995
Equipment and leasehold improvements
<S> <C> <C>
Furniture and fixtures $ 2,811,300 $ 2,741,500
Machinery and equipment 3,486,300 2,926,700
Computer software 2,053,300 1,709,100
Equipment held under capital lease 312,600 312,600
Construction in progress 2,351,400 479,800
Leasehold improvements 905,300 618,300
11,920,200 8,788,000
Less accumulated depreciation and
amortization <6,967,600> <6,531,500>
$ 4,952,600 $ 2,256,500
</TABLE>
Included in machinery and equipment, and construction in progress above is
equipment with a carrying value of approximately $3.5 million which is to
be used in the Company's plastics manufacturing business. These carrying
values are based upon the Company's plans and intentions to expand its
business in this area by attracting new customers for various applications
of its patented container forming technology. In addition, during 1996,
the Company received financing for certain of this equipment in the amount
of $2,000,000 as described in Note D.
If future economic conditions result in changes in management's plans or
intentions, the carrying values of the affected assets will be reviewed and
adjustments, if necessary, will be made.
As of December 31, 1996, the aggregate net book value of leased office
equipment and certain leased assets included in construction in progress was
$2.3 million.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE B - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS -
Continued
<TABLE>
December 31
1996 1995
Other assets
<S> <C> <C>
Cash value of life insurance
policies $ 1,453,200 $ 1,218,300
Patents less accumulated
amortization of $82,700 and
$50,800, respectively 224,200 252,200
Investment in a limited partnership 87,600 175,100
Deposits 67,700 61,700
Deferred costs 51,600 127,200
$ 1,884,300 $ 1,834,500
</TABLE>
Other assets include cash values of corporate-owned participating life
insurance policies which the Company purchased as a means of investing
salary deferrals of the employees covered under the Officers and Managers'
Deferred Compensation Plan.
The Company expects to hold the related life insurance policies through
terms varying between 10 to 20 years. Earlier surrender of these policies
could cost the Company approximately $442,200 pre-tax, as a result of
surrender charges. See also Note A8.
Accounts Payable
During 1996 and 1995, included in accounts payable are $1,879,900 and
$1,470,200, resulting principally from the Company's use of zero balance
bank accounts where funds are transferred to these accounts from the
Company's line of credit when disbursements are presented for payment.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE B - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS -
Continued
<TABLE>
December 31
Accrued liabilities and 1996 1995
deferred credits
<S> <C> <C>
Accrued compensation and withholdings $ 1,924,900 $ 1,393,800
Accrued vacation 1,334,400 1,105,800
Amounts owed to certain subcontractors
and suppliers 1,324,300 945,600
Accrued legal expenses and commitments 505,600 547,300
Deferred compensation -- 235,900
Accrued other taxes 67,400 208,100
Amounts due to related parties 373,500 164,000
Other 97,200 233,800
Total accrued liabilities and
deferred credits $ 5,627,300 $ 4,834,300
</TABLE>
NOTE C - LINE OF CREDIT
At December 31, 1996, the Company's remaining available line of credit
(LOC) through Signet Bank of Virginia was $4.8 million. The underlying
credit agreement permits borrowings up to $6.0 million. The Company was in
compliance with various financial covenants, which require the maintenance
of a maximum debt-to-net worth ratio of 5.0 and a minimum tangible net
worth of $3.0 million. The Company's borrowing rate at December 31, 1996
was 8.5% which was one percentage point above the bank's prime rate. All
borrowings are secured by a first lien security interest in all receivable
accounts, contract rights, chattel paper, instruments, general intangibles,
equipment, inventory, and documents now owned and hereafter acquired by the
Company.
As part of the borrowing arrangements, the Company is required to pay a
commitment fee of 3/8 of one percent of the average daily amount of the
unused portion of the credit facility.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE C - LINE OF CREDIT - Continued
The agreement provides for the issuance of letters of credit by the bank on
the Company's behalf.
The current agreement expires on May 31, 1997. Management expects the
commitment to be extended by an amendment at that time.
NOTE D - LONG-TERM OBLIGATIONS
Long-term obligations consist of the following at December 31:
<TABLE>
1996 1995
Notes payable
<S> <C> <C>
Non-interest bearing note payable, due
based on the Company's proportionate
share of cash available for distribution
as defined in a related partnership
agreement, due upon demand $ 10,600 $ 10,600
Capitalized lease obligations
Amounts due under capitalized lease
obligations, payable in monthly
installments through 2001,
collateralized by certain equipment 2,095,000 202,700
2,105,600 213,300
Less current maturities <373,200> <57,100>
Total long-term obligations $1,732,400 $ 156,200
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE D - LONG-TERM OBLIGATIONS - Continued
The following is a schedule of future minimum lease payments under
capitalized lease obligations together with the present value of the net
minimum lease payments:
<TABLE>
Year ending December 31,
<S> <C>
1997 $ 562,800
1998 562,300
1999 505,400
2000 498,400
2001 415,300
Total minimum lease payments $2,544,200
Less amount representing interest
and taxes <449,200>
Present value of minimum lease payments $2,095,000
Current portion $ 373,200
Noncurrent portion 1,721,800
Capitalized lease obligations $2,095,000
</TABLE>
During 1996, the Company refinanced certain construction in progress in its
Newport News manufacturing plant under a sale/leaseback arrangement. The
machines were sold for a sum amount in excess of $2 million. The
transaction was accounted for as lease financing, wherein the property
remains on the books subject to depreciation. A financing obligation
representing the proceeds was recorded and is reduced based on payments
under the lease.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE E - INCOME TAXES
A reconciliation of the effective tax rate and the Federal statutory income
tax rate applied to income from continuing operations follows:
<TABLE>
1996 1995 1994
<S> <C> <C> <C>
Statutory Federal income tax rate 34.0% 34.0% 34.0%
State income taxes, net of Federal
income tax benefit 1.0 4.0 4.0
Amortization of goodwill 5.2 5.8 8.0
Other <3.3> <0.9> 4.9
Depreciation <13.0> -- --
Investment in a foreign subsidiary <5.4> -- --
Effective income tax rate 18.5% 42.9% 50.9%
Income tax expense (benefit) consists of the following for the year ended
December 31,
</TABLE>
<TABLE>
1996 1995 1994
<S> <C> <C> <C>
Current $ 432,700 $ 586,000 $ 193,500
Deferred <246,500> <195,700> 136,100
Income tax expense $ 186,200 $ 390,300 $ 329,600
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE E - INCOME TAXES - Continued
The tax effect of significant temporary differences that gave rise to
deferred income taxes as of December 31, 1996:
<TABLE>
Deferred Tax Deferred Tax
Asset Liability
<S> <C> <C>
Depreciation $ 90,900
Retentions $ 454,900
Reserves against accounts
receivables 667,300
Deferred post-employment benefit 433,000
Deferred postretirement benefits 1,184,600
Legal settlements 125,300
Accrued vacation 396,300
Miscellaneous 166,800 131,400
Subtotal 3,064,200 586,300
Valuation allowance <262,000> --
Deferred Tax $2,802,200 $ 586,200
</TABLE>
Based on an analysis of future operating income for the purpose of
realizing deferred tax assets, management believes that its net deferred
tax asset will be recoverable in future returns and that its valuation
allowance requires no further adjustment.
To date, none of the Company's federal income tax returns for years open
under the statute of limitations have been examined by the Internal Revenue
Service.
NOTE F - EMPLOYEE BENEFIT PLANS
1. Profit-Sharing and Pension Plan
The Company has a profit-sharing plan pursuant to Section 401 of the
Internal Revenue Code, whereby participants may contribute up to 20% of
their compensation, but not in excess of a ceiling amount determined by the
Secretary of the Treasury during each year. Under the plan, the Company
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
may make two types of contributions subject to the discretion of the Board
of Directors: (1) Employer matching contributions and (2) Profit-Sharing
contributions. In order to share in either contribution, an employee must
complete 1,000 hours of service during the Plan Year when the contribution
is made. Generally, contributions vest in the employees' accounts based on
their length of service.
During 1996, the employer contribution to the 401K plan was $103,700
compared to $72,200 for 1995. No employer contribution was made by the
Company during 1994.
2. Discretionary Bonus Plan
Under the Officers and Managers Discretionary Bonus Plan for QuesTech and
subordinate units ("the Bonus Plan"), officers and managers of the Company
and its subsidiaries are selected by management for participation in the
Bonus Plan. Bonuses are apportioned as a percentage of the recipient's
salary and are based upon the Company's overall performance and upon the
performance of the business unit to which the recipient is assigned,
subject to review and approval by the Chief Executive Officer and/or Chief
Operating Officer and the Board of Directors.
Amounts charged to expense under this plan were $452,200, $393,500 and
$292,500 at December 31, 1996, 1995 and 1994, respectively.
3. Postretirement Benefits
The company has identified three separate postretirement benefit plans
which fall within the purview of SFAS 106: the Group Health Plan, the
Executive Life Insurance Plan, and the Deferred Compensation Plan.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
a. Group Health Plan
The Group Health Plan extends medical and dental benefit coverage to
employees, who upon retirement at the age of 65, have completed 20 years of
full-time employment with the Company, or retire with an individual
employment agreement which specifically grants coverage approved by the
insurance carrier of the subject group health policy. The Plan is
contributory and contains cost-saving features, such as deductibles and
coinsurance. The accumulated postretirement benefit obligation (APBO)
represents the present value of insurance claims expected to be presented
by eligible employees during their retirement years, based on the net
premiums paid by the Company on behalf of active employees.
For measurement purposes, the annual health care cost trend for 1996
benefits was 9%, grading down to 5% over five years. The 1% increase in
health care cost trend was 10% in 1996, grading down to 6% over five years.
During 1995, a 10% medical inflation rate was assumed, grading down to 5%
over six years. The measurement of the APBO for 1996 and 1995 was based on
an assumed discount rate of 7.5%.
b. Executive Life Insurance
The Company maintains life insurance policies, covering certain of its
officers, both former and active, through their lifetime, in accordance
with their respective employment agreements. The cost of the insurees'
premiums is treated as compensation expense.
c. Officers and Managers Deferred Compensation Plan (DEF COM)
DEF COM allows eligible employee participants to defer current compensation
and provides supplemental postretirement benefits along with certain
specified death benefits to the participants' beneficiaries. Postretirement
benefits under DEF COM are payable upon the participant's termination of
employment (including retirement), and are paid in equal installments over
a period equal to the length of time the employee deferred compensation,
but no longer than ten years. Termination or retirement benefits are based
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
upon the employee's actual deferrals plus interest credited annually, as
set by the Administrator. Supplemental death benefits are payable in some
cases over a period of ten years provided death occurs while the employee
participant is actively employed with the Company.
The Company invests the amounts deferred by employees in life insurance
policies. Since DEF COM is a defined contribution plan, the accumulated
postretirement benefit obligation as of the transition date has been based
on the actual balances in each participant's account, which consists of
contributions and accrued interest.
The following tables present the funded status of the Company's benefit
plans and the 1996 periodic expense:
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1996
Accumulated Postretirement
Benefit Obligation:
<S> <C> <C> <C> <C>
Retirees $ <314,400> $<298,800> $ <987,800> $<1,601,000>
Fully eligible active
plan participants <13,200> -- -- <13,200>
Other Active Plan
participants <139,700> -- <1,761,900> <1,901,600>
Total <467,300> <298,800> <2,749,700> <3,515,800>
Fair Value of Plan Assets -- -- -- --
APBO in excess of
plan assets: <467,300> <298,800> <2,749,700> <3,515,800>
Unrecognized net gain/
<loss> <177,400> 1,500 300,000 124,100
Unrecognized Transition
Obligation 470,400 211,800 1,197,800 1,880,000
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1996
Accrued postretirement
benefit cost in the
<S> <C> <C> <C> <C>
balance sheet $ <174,300> $ <85,500> $<1,251,900> $<1,511,700>
Reconciliation of accrued
postretirement
benefit cost:
Accrued postretirement
benefit cost,
<S> <C> <C> <C> <C>
at January 1, 1996 $ <126,300> $ <66,400> $<1,204,200> $<1,396,900>
Net periodic cost <64,000> <35,200> <491,600> <590,800>
Benefit payments 16,000 16,100 443,900 476,000
Accrued postretirement
benefit cost
at December 31, 1996 $ <174,300> $ <85,500> $<1,251,900> $<1,511,700>
Current portion <16,000> <16,400> <212,000> <244,400>
Long-term portion <158,300> <69,100> <1,039,900> <1,267,300>
<174,300> <85,500> <1,251,900> <1,511,700>
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
The following tables present the funded status of the Company's benefit
plans and the 1995 periodic expense:
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1995
Accumulated Postretirement
Benefit Obligation:
Retirees and Terminated
<S> <C> <C> <C> <C>
participants $ <322,600> $<290,300> $<1,200,200> $<1,813,100>
Fully eligible active
plan participants <26,300> -- -- <26,300>
Other Active Plan
participants <130,900> -- <1,568,200> <1,699,100>
Total <479,800> <290,300> <2,768,400> <3,538,500>
Fair Value of Plan Assets -- -- -- --
APBO in excess of
plan assets: <479,800> <290,300> <2,768,400> <3,538,500>
Unrecognized net gain/
<loss> <146,300> <1,200> 291,100 143,600
Unrecognized Transition
Obligation 499,800 225,100 1,273,100 1,998,000
Accrued postretirement
benefit cost in the
balance sheet $ <126,300> $ <66,400> $<1,204,200> $<1,396,900>
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1995
Reconciliation of accrued
postretirement
benefit cost:
Accrued postretirement
benefit cost,
<S> <C> <C> <C> <C>
at January 1, 1995 $ <92,200> $ <48,200> $<1,064,100> $<1,204,500>
Net periodic cost <66,500> <34,500> <420,600> <521,600>
Benefit payments 32,400 16,300 280,500 329,200
Accrued postretirement
benefit cost
at December 31, 1995 $ <126,300> $ <66,400> $<1,204,200> $<1,396,900>
The following tables represent the net periodic postretirement benefit cost
components for 1996, 1995 and 1994:
</TABLE>
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1996
<S> <C> <C> <C> <C>
Service cost $ 10,400 $ 4,300 $ 287,800 $ 302,500
Interest cost 31,800 17,700 127,100 176,600
Amortization -
transition obliga. 29,400 13,200 75,300 117,900
Amortization - gain
or loss <7,600> -- 1,400 <6,200>
Net periodic post-
retirement
benefit cost $ 64,000 $ 35,200 $ 491,600 $ 590,800
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1996
Impact of One Percent
Increase in Medical
Trend Rate:
Aggregate impact on
1996 service cost
<S> <C>
and interest cost $ 2,100
</TABLE>
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1995
<S> <C> <C> <C> <C>
Service cost $ 9,200 $ 4,000 $ 236,800 $ 250,000
Interest cost 33,900 17,200 106,400 157,500
Amortization -
transition obliga. 29,400 13,200 75,300 117,900
Amortization - gain
or loss <6,000> -- 2,100 <3,900>
Net periodic post-
retirement
benefit cost $ 66,500 $ 34,400 $ 420,600 $ 521,500
Impact of One Percent
Increase in Medical
Trend Rate:
Aggregate impact on
1995 service cost
and interest cost $ 46,400
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE F - EMPLOYEE BENEFIT PLANS - Continued
<TABLE>
Group Executive Deferred
Health Life Comp.
Plan Insurance Plan 1994
<S> <C> <C> <C> <C>
Service cost $ 9,000 $ 3,700 $ 188,700 $ 201,400
Interest cost 41,900 22,500 91,700 156,100
Amortization -
transition obliga. 29,400 18,300 75,300 123,000
Amortization - gain
or loss <500> -- -- <500>
Net periodic post-
retirement
benefit cost $ 79,800 $ 44,500 $ 355,700 $ 480,000
Impact of One Percent
Increase in Medical
Trend Rate:
Aggregate impact on
1994 service cost
and interest cost $ 4,500
</TABLE>
4. Stock Employee Compensation Trust
On February 1, 1994, the Company established a Stock Employee Compensation
Trust ("SECT") and financed the SECT's repurchase of 221,792 shares of
common stock owned by two of the Company's former founders. The Company's
loan to the SECT will be paid down from time to time as the employees
exercise and pay for their options under the Company's Incentive Stock
Option Plan. At December 31, 1996 and 1995, there were 176,131 and 183,392
unallocated and uncommitted shares respectively held by the SECT.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE G - OTHER LONG-TERM OBLIGATIONS
Amounts due to certain founders (no longer affiliated with the Company),
under a Confidential Settlement Agreement, are included in Other Long-Term
Obligations. Payments under the agreements will continue until 2004.
During 1995, the Company entered into a similar agreement with another
former founder. Amounts under the latter agreement payable through 2006
are included in Other Long-Term Obligations as well. The cost of the
latter agreement was included in Other Expense in the 1995 financial
statements.
NOTE H - COMMITMENTS AND CONTINGENCIES
1. Future Minimum Rental Commitments
The following is a schedule by years of the approximate future minimum
rental payments required under operating leases that have initial or
remaining noncancelable lease terms of one year or more as of December 31,
1996:
Year ending December 31,
1997 1,667,600
1998 1,374,200
1999 625,600
2000 631,200
2001 and thereafter 433,800
Future minimum rental payments $4,732,400
Net rent expense under operating leases amounted to approximately
$1,744,000, $1,739,900, and $2,042,600 for the years ended December 31,
1996, 1995 and 1994, respectively, after being reduced by rental income
which was not material during the last three years.
2. Litigation
The following information is furnished regarding litigation involving the
Company:
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE H - COMMITMENTS AND CONTINGENCIES - Continued
On January 2, 1996, the Company was named as a defendant in a lawsuit
captioned 7600 Limited Partnership and Guy Beatty v. QuesTech, Inc. The
plaintiffs (the Company's former landlord and its general partner) sought
attorneys' fees incurred in two earlier landlord/tenant cases (a contract
claim) plus damages for the tort of malicious prosecution, plus punitive
damages.
In February 1997, the Company agreed to a settlement which has been
accounted for in the financial statements. The settlement, which is subject
to final documentation, disposes of all issues raised in the litigation, and
had no material impact on the Company's financial statements.
The Company has no other litigation pending which involves potential
liability in excess of $10,000.
Other Claims
Since September 1996, the Company has been involved in a dispute with
Munchkin, Inc., the sole customer at that time of its QTPI subsidiary. The
dispute involved an alleged breach of contract and warranty issues, as well
as claims for payment by QTPI.
In addition, in February, the Company filed a declaratory judgment action
seeking to clarify the nature of the exclusivity granted to Munchkin under
its contract.
The Company is currently in negotiations which, if successful, would
resolve all outstanding disputes with Munchkin.
The Company has no other claims pending which involves potential liability
in excess of $10,000.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE H - COMMITMENTS AND CONTINGENCIES - Continued
3. Employment Agreements
The Company has employment agreements with two executive officers which
stipulate salary continuation for a period of five years and two years, as
a result of voluntary or involuntary termination, regardless of the change
in control of the Company. The cost of accrued interest and the present
value of compensation changes for these agreements aggregated ($106,700 and
$191,600) during 1996 and 1995, respectively. None of these costs will be
paid until the subject officers terminate their employment with the
Company.
NOTE I - STOCK OPTIONS
The Company accounts for its incentive stock options under APB No.
25. The 1996 Plan allows the Company to grant options to officers and key
employees for up to 200,000 shares of common stock. These options, which
have five year terms, vest at a rate of 20% per year from the date of
grant. The exercise price of each option equals the market price of the
Company's stock on the date of grant. At December 31, 1996, the Company had
options outstanding for 220,200 shares of common stock. Options to purchase
40,000 shares were issued out of the 1996 Plan. The remainder of the
outstanding options were issued under the 1994 Plan. Options to purchase
160,000 shares are available for future grants under the 1996 Plan. There are
no options available for future grants under the 1994 Plan.
Accordingly, no compensation cost has been recognized for the plan. Had
compensation cost for the plan been determined based on the fair value of
the options at the grant dates consistent with the method of SFAS 123, the
Company's net income and earnings per share would have been:
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE I - STOCK OPTIONS - Continued
<TABLE>
1996 1995
<S> <C> <C>
Net Income As reported 818,300 520,100
Pro forma 705,600 419,000
Primary earnings
per share As reported 0.54 0.35
Pro forma 0.48 0.28
Fully diluted
earnings per share As reported 0.54 0.34
Pro forma 0.48 0.28
</TABLE>
The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes options-pricing model with the following
weighted-average assumptions used for grants in 1996 and 1995: expected
volatility of 71%; risk free interest rate of 6%; and expected lives of four
years.The pro forma effect on net income for 1996 or 1995 is not
representative of the pro forma effect on net income in future years because
it does not take into consideration pro forma compensation expense related to
grants made prior to 1995.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE I - STOCK OPTIONS - Continued
A summary of the status of the Company's Incentive Stock Option Plans as of
December 31, 1996 and 1995, and changes during the years ending on those
dates is presented below.
<TABLE>
1996 1995
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
Outstanding at
<S> <C> <C> <C> <C>
beginning of year 277,500 $3.88 96,500 1.82
Granted 44,000 6.90 219,000 4.41
Exercised <71,100> 2.21 <31,400> 1.75
Forfeited <30,200> 6.73 <6,600> 2.88
Outstanding at year-end 220,200 4.63 277,000 4.41
Options exercisable
at year end 25,000 4.10 58,500 1.82
Weighted-average fair
value of options
granted during the year 4.13 2.57
</TABLE>
The following information applies to options outstanding at December 31,
1996:
Number outstanding 224,200
Range of exercise prices $4 to $7.25
Weighted-average exercise price $4.62
Weighted-average remaining contractual life 3.55
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE I - STOCK OPTIONS - Continued
The Company has also provided for the grant of non-qualified stock options
to the Company's non-employee directors. These options were granted to
purchase 15,000, 3,000 and 20,000 shares during 1996, 1990 and 1991, at the
stock's then fair market value, which were $7.25, $1.875 and $1.75
respectively. Of these options, 15,000 shares were outstanding
at December 31, 1996, and 23,000 shares at December 31, 1995.
NOTE J - FINANCIAL INFORMATION FOR BUSINESS SEGMENTS
The Company derived all of its revenues under contracts with agencies of
the United States Government, either as a prime contractor or as a
subcontractor.
Currently, the Company operates in two industry segments: government
contracting and commercial (plastic container manufacturing). Performance
under government contracts includes scientific, engineering, and program
management services, primarily in the defense and intelligence arenas.
Sales provided by the commercial segment were in fulfillment of a multi-
year supply contract for thermoformed infant bottle liners. Since the
third quarter, operations were disrupted by a dispute on pricing and
technical specifications.
Operating Profit/Loss is income from operations before general corporate
expense. General corporate expense consists primarily of headquarters
administrative costs and provisions for reserves and other allowances.
Identifiable assets by industry segment are those assets that are used in
the Company's operations in each industry segment. Corporate assets are
principally cash and cash equivalents, the deferred income tax asset,
certain fixed assets and leasehold improvements in the corporate office,
patents, and cash values of corporate-owned life insurance policies. In
the commercial packaging segment, some manufacturing equipment was placed
in service during 1996 and 1995; however, a significant portion remained
under construction in progress as of year-end.
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE J - FINANCIAL INFORMATION FOR BUSINESS SEGMENTS - Continued
A summary of the Company's operations by industry segment follows:
<TABLE>
Government
1996 Contracts Commercial Corporate Consolidated
<S> <C> <C> <C> <C>
Operating revenues $71,693,000 $ 677,100 $ -- $72,370,100
Operating Profit $ 6,290,500 $<1,813,900> $<2,893,800> $ 1,582,800
Other income/expense -- -- -- --
Interest -- -- <578,300> <578,300>
Earnings before
income taxes $ 6,290,500 $<1,813,900> $<3,472,100> $ 1,004,500
</TABLE>
<TABLE>
Government
1996 Contracts Commercial Corporate Consolidated
<S> <C> <C> <C> <C>
Identifiable assets $12,236,700 $ 3,586,700 $ 4,794,700 $20,618,100
Depreciation and
amortization of
property, plant
and equipment $ 371,400 $ 185,000 $ 200,300 $ 754,400
Amortization of
goodwill and other
intangibles $ 154,500 $ -- $ 32,000 $ 186,500
Capital Expenditures $ 470,100 $ 2,615,100 $ 730,300 $ 3,815,500
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE J - FINANCIAL INFORMATION FOR BUSINESS SEGMENTS - Continued
<TABLE>
Government
1995 Contracts Commercial Corporate Consolidated
<S> <C> <C> <C> <C>
Operating revenues $57,902,600 $ 48,600 $ -- $ 57,951,200
Operating Profit $ 6,309,100 $<1,176,100> $<3,104,700> $ 2,028,300
Other income/expense -- -- <722,100> <722,100>
Interest -- -- <395,800> <395,800>
Earnings before
income taxes $ 6,309,100 $<1,176,100> $<4,222,600> $ 910,400
Identifiable assets $11,389,500 $ 1,135,400 $ 3,898,800 $ 16,423,700
Depreciation and
amortization of
property, plant
and equipment $ 250,700 $ 57,500 $ 199,100 $ 507,300
Amortization of
goodwill and other
intangibles $ 154,500 $ -- $ 15,500 $ 170,000
Capital Expenditures $ 339,200 $ 1,212,800 $ 467,900 $ 2,019,900
</TABLE>
<TABLE>
Government
1994 Contracts Commercial Corporate Consolidated
<S> <C> <C> <C> <C>
Operating revenues $54,676,400 $ 20,000 $ -- $ 54,696,400
Operating Profit $ 4,562,800 $ <546,100> $<2,139,800> $ 1,876,900
Other income/expense -- -- <843,100> <843,100>
Interest -- -- <386,400> <386,400>
Earnings before
income taxes $ 4,562,800 $ <546,100> $<3,369,300> $ 647,400
Identifiable assets $12,449,700 $ 168,100 $ 3,141,500 $ 15,759,300
</TABLE>
QuesTech, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE J - FINANCIAL INFORMATION FOR BUSINESS SEGMENTS - Continued
<TABLE>
Depreciation and
amortization of
property, plant
<S> <C> <C> <C> <C>
and equipment $ 300,100 $ 50,700 $ 179,600 $ 530,400
Amortization of
goodwill and other
intangibles $ 154,600 $ -- $ 10,800 $ 165,400
Capital Expenditures $ 235,400 $ 77,800 $ 41,900 $ 355,100
</TABLE>
SUPPLEMENTAL INFORMATION
QuesTech, Inc. and Subsidiaries
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1996, 1995 and 1994
<TABLE>
1996 1995 1994
Reserve for unrecovered
contract costs and
doubtful accounts
Balance at Beginning of
<S> <C> <C> <C>
Period $2,053,100 $1,853,300 $2,199,400
Additions:
Charged to Costs and
Expenses 59,700 185,000 --
Charged to Other
Accounts 17,600 22,900
Deductions: -- <2,800> <369,000>
Balance at End of
Period $2,112,800 $2,053,100 $1,853,300
Current $2,112,800 (1) $2,053,100 (1) $1,853,300 (1)
Non-current $ -- $ -- $ --
Valuation allowance for
deferred tax asset
Balance at Beginning of
Period $ 148,000 $ 148,000 $ 148,000
Additions:
Charged to Income
Tax Expense 114,000 -- --
Charged to Other
Accounts -- -- --
Deductions:
Balance at End of
Period $ 262,000 $ 148,000 $ 148,000
Current $ -- $ -- $ --
Non-current $ 262,000 $ 148,000 $ 148,000 (2)
</TABLE>
(1) Included in accounts receivable - trade.
(2) Included in deferred tax asset - long-term.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 54300
<SECURITIES> 0
<RECEIVABLES> 11143700
<ALLOWANCES> 2112800
<INVENTORY> 170400
<CURRENT-ASSETS> 11100600
<PP&E> 11920200
<DEPRECIATION> 6967600
<TOTAL-ASSETS> 20618100
<CURRENT-LIABILITIES> 9169000
<BONDS> 1721800
0
0
<COMMON> 82500
<OTHER-SE> 5949900
<TOTAL-LIABILITY-AND-EQUITY> 20618100
<SALES> 677100
<TOTAL-REVENUES> 72370100
<CGS> 1284100
<TOTAL-COSTS> 70449800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 337500
<INTEREST-EXPENSE> 578300
<INCOME-PRETAX> 1004500
<INCOME-TAX> 186200
<INCOME-CONTINUING> 818300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 818300
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
QUESTECH, INC.
1996 STOCK OPTION PLAN
ARTICLE I
NAME AND PURPOSE
1.1 Name. The name of this Plan is the "QuesTech, Inc.
1996 Stock Option Plan."
1.2 Purpose. The Company has established this Plan to
attract, retain, motivate and reward Employees and other
individuals and to encourage ownership of the Company's Common
Stock by them.
ARTICLE II
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions. The following words and
phrases, when used in the Plan, unless otherwise specifically
defined or unless the context clearly otherwise requires, shall
have the following respective meanings:
(a) Affiliate. A Parent or Subsidiary of the
Company.
(b) Agreement. The document which evidences the
grant of an Option under the Plan and which sets forth the
terms, conditions and provisions of, and restrictions relating
to, such Option.
(c) Board. The Board of Directors of the Company.
(d) Change of Control. The acquisition, without
the approval of the Board, by any person or entity, other than
the Company or a Related Entity, of more than 20% of the
outstanding shares of the Company's voting common stock
through a tender offer, exchange offer or otherwise; the
liquidation or dissolution of the Company following a sale or
other disposition of all or substantially all of its assets;
a merger or consolidation involving the Company which results
in the Company not being the surviving parent corporation; or
any time during any two-year period in which individuals who
constituted the Board at the start of such period (or whose
election was approved by at least two-thirds of the then
members of the Board who were members at the start of the
two-year period) do not constitute at least 50% of the Board
for any reason. A Related Entity is the Parent, a Subsidiary
or any employee benefit plan (including a trust forming a part
of such a plan) maintained by the Parent, the Company or a
Subsidiary.
(e) Code. The Internal Revenue Code of 1986, as
amended. Any reference to the Code includes the regulations
promulgated pursuant to the Code.
(f) Company. QuesTech, Inc.
(g) Committee. The Committee described in
Section 5.1.
(h) Common Stock. The Company's common stock which
presently has a par value of $0.05 per Share.
(i) Effective Date. The date that the Plan is
approved by the shareholders of the Company. Any grants of
Options prior to the approval by the shareholders of the
Company shall be void if such approval is not obtained.
(j) Employee. Any person employed by the Employer.
(k) Employer. The Company and all Affiliates.
(l) Exchange Act. The Securities Exchange Act of
1934, as amended.
(m) Fair Market Value. The closing price of a
share of Common Stock on the NASDAQ on a given date, or, in
the absence of sales on a given date, the closing price on the
NASDAQ on the last day on which a sale occurred prior to such
date, or, if the Common Stock is not then included on the
NASDAQ, such fair market value as the Board may fairly
determine.
(n) Fiscal Year. The taxable year of the Company
which is the calendar year.
(o) ISO. An Incentive Stock Option as defined in
Section 422 of the Code.
(p) NQSO. A Non-Qualified Stock Option, which is
an Option that does not qualify as an ISO.
(q) Option. An option to purchase Shares granted
under the Plan, whether an ISO or an NQSO.
(r) Parent. Any corporation (other than the
Company or a Subsidiary) in an unbroken chain of corporations
ending with the Company, if, at the time of the grant of an
Option, each of the corporations (other than the Company or a
Subsidiary) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the
other corporations in such chain.
(s) Participant. An individual who is granted an
Option under the Plan.
(t) Plan. The QuesTech, Inc. 1996 Stock Option
Plan and all amendments and supplements to it.
(u) Rule 16b-3. Rule 16b-3 promulgated by the SEC,
as amended, or any successor rule in effect from time to time.
(v) SEC. The Securities and Exchange Commission.
(w) Share. A share of Common Stock.
(x) Subsidiary. Any corporation, other than the
Company, in an unbroken chain of corporations beginning with
the Company if, at the time of grant of an Option, each of the
corporations, other than the last corporation in the unbroken
chain, owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
2.2 Other Definitions. In addition to the above
definitions, certain words and phrases used in the Plan and any
Agreement may be defined in other portions of the Plan or in such
Agreement.
2.3 Conflicts in Plan. In the case of any conflict in
the terms of the Plan relating to an Option, the provisions in the
ARTICLE of the Plan which specifically grants such Option shall
control those in a different ARTICLE.
ARTICLE III
SHARES SUBJECT TO THE PLAN
3.1 Number of Shares. The number of Shares for which
Options may be granted under the Plan shall initially be 200,000
Shares. Such Shares may be authorized but unissued Shares, Shares held in the
treasury, or both, or may be shares which are held in trust in the
Company's Stock Employee Compensation Trust ("SECT").
3.2 Reusage. If an Option expires or is terminated,
surrendered, forfeited, or canceled without having been fully
exercised, the Shares with respect to which such Option has not
been exercised at the time of termination, surrender, forfeiture,
or cancellation shall again be available for use under the Plan.
3.3 Adjustments. If there is any change in the Common
Stock of the Company by reason of any stock dividend, spin-off,
split-up, spin-out, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares, number and class
of shares available for Options and the number of Shares subject to
outstanding Options, and the price thereof, as applicable, shall be
appropriately adjusted by the Committee.
ARTICLE IV
ELIGIBILITY
Options may be granted only to Employees, employees and
owners of entities which are not Affiliates but which have a direct
or indirect ownership interest in an Employer or in which an
Employer has a direct or indirect ownership interest, individuals
who, and employees and owners of entities which, are customers and
suppliers of an Employer, individuals who, and employees and owners
of entities which, render services to an Employer, and individuals
who, and employees and owners of entities, which have ownership or
business affiliations with any individual or entity previously
described. The Participants and the Options they receive under the
Plan shall be determined solely by the Committee. In making its
determinations, the Committee shall consider past, present and
expected future contributions of Participants and potential
Participants to the Employer, including, without limitation, the
performance of, or the refraining from the performance of,
services.
ARTICLE V
ADMINISTRATION
5.1 Committee. The Plan shall be administered by the
Committee. The Committee shall consist of two or more members of
the Board. At least two members of the Committee shall be "Non-Employee
Directors" as defined in Rule 16b-3 (or shall otherwise
meet the requirements for Committee membership under the then
effective version of Rule 16b-3) and "outside directors" as defined
by Section 162(m)(4)(C)(i) of the Code. The members of the
Committee shall be appointed by and shall serve at the pleasure of
the Board, which may from time to time appoint members in
substitution for members previously appointed and fill vacancies,
however caused, in the Committee. The Committee may select one of
its members as its Chairman and shall hold its meetings at such
times and places as it may determine. A majority of its members
shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the
members shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held.
5.2 Authority. Subject to the terms of the Plan, the
Committee shall have discretionary authority to:
(a) determine the individuals to whom Options are
granted, the type and amounts of Options to be granted and the
time of all such grants;
(b) determine the terms, conditions and provisions
of, and restrictions relating to, each Option granted;
(c) interpret and construe the Plan and all
Agreements;
(d) prescribe, amend and rescind rules and
regulations relating to the Plan;
(e) determine the content and form of all
Agreements;
(f) determine all questions relating to Options
under the Plan;
(g) maintain accounts, records and ledgers relating
to Options;
(h) maintain records concerning its decisions and
proceedings;
(i) employ agents, attorneys, accountants or other
persons for such purposes as the Committee considers necessary
or desirable;
(j) take, at any time, any action permitted by
Section 9.6 irrespective of whether any Change of Control has
occurred or is imminent; and
(k) do and perform all acts which it may deem
necessary or appropriate for the administration of the Plan
and carry out the purposes of the Plan.
5.3 Delegation. Except as required by Rule 16b-3 with
respect to grants of Options to individuals who are subject to
Section 16 of the Exchange Act or as otherwise required for
compliance with Rule 16b-3 or other applicable law, the Committee
may delegate all or any part of its authority under the Plan to any
Employee, Employees or committee.
5.4 Adjudication of Claims. The Committee shall have
discretionary authority to make all determinations as to the right
to benefits under the Plan. In the event that a Participant
believes he has not received the benefits to which he is entitled
under the Plan, a claim shall be made in writing to the Committee.
The claim shall be reviewed by the Committee. If the claim is
approved or denied, in full or in part, the Committee shall provide
a written notice of approval or denial within 90 days with, in the
case of a denial, the specific reasons for the denial and specific
reference to the provisions of the Plan and/or Agreement upon which
the denial is based. A claim shall be deemed denied if the
Committee does not take any action within the aforesaid 90 day
period. If a claim is denied or deemed denied and a review is
desired, the Participant shall notify the Committee in writing
within 60 days of the receipt of notice of denial or the date on
which the claim is deemed to be denied, as the case may be. In
requesting a review, the Participant may review the Plan or any
document relating to it and submit any written issues and comments
he may deem appropriate. The Committee shall then review the claim
and provide a written decision within 60 days. This decision, if
adverse to the Participant, shall state the specific reasons for
the decision and shall include reference to specific provisions of
the Plan and/or Agreement on which the decision is based. The
Committee's decision on review shall be final.
ARTICLE VI
OPTIONS
6.1 Types of Options. The Committee shall have
authority to grant both ISOs and NQSOs under the Plan.
6.2 Grant of ISOs and Option Price. Each ISO must be
granted to an Employee and granted within ten years from the date
of adoption of the Plan by the Board. The purchase price for
Shares under any ISO shall be no less than the Fair Market Value of
the Shares at the time the Option is granted.
6.3 Other ISO Terms. In addition to the requirements of
Section 6.2:
(a) Each ISO, by its terms,. cannot be exercisable
after the expiration of 10 years from the date such the ISO is
granted;
(b) Each ISO, by its terms, cannot be transferable
by the optionee otherwise than by will or the laws of descent and
distribution, and must be excisable, during his lifetime, only by
him; and
(c) The optionee, at the time the ISO is granted,
cannot own stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or its
Affiliates unless, at the time the Option is granted, the purchase
price is at least 110 percent of the Fair Market Value of the
Shares subject to the Option and such Option, by its terms, is not
exercisable after the expiration of five years from the date such
Option is granted.
6.4 $100,000 Per Year Limitation for ISOs. To the
extent that the aggregate Fair Market Value of Shares with respect
to which ISOs (determined without regard to this Section 6.4) are
exercisable for the first time by any individual during any
calendar year (under all plans of the Company and its Affiliates)
exceeds $100,000, such Options shall be treated as options which
are not ISOs. The foregoing sentence shall be applied by taking
Options into account in the order in which they were granted, and
the Fair Market Value of any Shares shall be determined as of the
time the Option with respect to such Shares is granted.
6.5 NQSOs. The terms of each NQSO shall provide that
such Option will not be treated as an ISO. The purchase price for
Shares under any NQSO shall be no less than the Fair Market Value
of the Shares at the time the Option is granted.
6.6 Determination by Committee. Except as otherwise
provided in Section 6.2 through Section 6.5, the terms of all
Options shall be determined by the Committee.
ARTICLE VII
AGREEMENTS AND CERTAIN OPTIONS
7.1 Grant Evidenced by Agreement. The grant of any
Option under the Plan shall be evidenced by an Agreement which
shall describe the specific Option granted and the terms and
conditions of the Option. The granting of any Option shall be
subject to, and conditioned upon, the recipient's execution of any
Agreement required by the Committee. Except as otherwise provided
in an Agreement, all capitalized terms used in the Agreement shall
have the same meaning as in the Plan. The Agreement shall be
subject to all of the terms of the Plan.
7.2 Provisions of Agreement. Each Agreement shall
contain such provisions that the Committee shall determine to be
necessary, desirable and appropriate for the Option granted which
may include, but need not be limited to, the following with respect
to any Option: description of the type of Option; the Option's
duration; its transferability; its exercise price, the exercise
period and the person or persons who may exercise the Option; the
effect upon such Option of the Participant's death or termination
of employment; the Option's conditions; when, if, and how any
Option may be forfeited, converted into another Option, modified,
exchanged for another Option, or replaced; and the restrictions on
any Shares purchased under the Option.
ARTICLE VIII
PAYMENT, DIVIDENDS, AND WITHHOLDING
8.1 Payment. Upon the exercise of an Option, the amount
due the Company shall be paid:
(a) in cash;
(b) by the tender to the Company of Shares owned by
the optionee and registered in his name having a Fair Market
Value equal to the amount due to the Company;
(c) in cash, but by means of a so-called "cashless
exercise" of an Option; and/or
(e) by any combination of the payment methods
specified in (a), (b) and (c) above.
Notwithstanding the foregoing, any method of payment other than (a)
may be used only with the consent of the Committee or if and to the
extent so provided in an Agreement. The proceeds of the sale of
Common Stock purchased pursuant to an Option shall be added to the
general funds of the Company or to the Shares held in treasury, as
the case may be, and used for the corporate purposes of the Company
as the Board shall determine.
8.2 Dividend Equivalents. Grants of Options may include
dividend equivalent payments or dividend credit rights.
8.3 Withholding. Unless otherwise provided in an
Agreement, the Company shall, at the time any Option is exercised,
withhold from the Shares issuable upon the exercise of an Option,
any amount necessary to satisfy federal, state and local income
and/or other tax withholding requirements with respect to the
exercise of such Option.
ARTICLE IX
AMENDMENT, TERMINATION AND CHANGE OF CONTROL
9.1 Amendment. The Board shall have the sole right and
power to amend the Plan at any time and from time to time,
provided, however, that the Board may not amend the Plan without
approval of the shareholders of the Company:
(a) in a manner which would cause Options which are
intended to qualify as ISOs to fail to qualify;
(b) in a manner which would cause grants under the
Plan to fail to meet the requirements of Rule 16b-3; or
(c) in a manner which would violate applicable law.
9.2 Term. The Plan shall commence as of the Effective
Date and, subject to the terms of the Plan, including those
requiring approval by the shareholders of the Company and those
limiting the period over which ISOs may be granted, shall continue
in full force and effect until terminated.
9.3 Termination. The Plan may be terminated at any time
by the Board.
9.4 Effect of Amendment or Termination. Subject to the
provisions of Section 9.5, the amendment or termination of the Plan
shall not adversely affect a Participant's right to any Option
granted prior to such amendment or termination.
9.5 Committee's Right. Any Option granted may be
converted, modified, forfeited or canceled, in whole or in part, by
the Committee if and to the extent permitted in the Plan or
applicable Agreement or with the consent of the Participant to whom
such Option was granted.
9.6 Change of Control. In order to maintain a
Participant's rights in the event of a Change in Control, the
Committee, in its sole discretion, may, in any Agreement evidencing
an Option, or at any time prior to, or simultaneously with or after
a Change in Control, provide such protection as it may deem
necessary. Without, in any way, limiting the generality of the
foregoing sentence or requiring any specific protection, the
Committee may:
(a) provide for the acceleration of any time
periods relating to the exercise of such Option so that such
Option may be exercised in full on or before a date fixed by
the Committee;
(b) provide for the purchase of such Option, upon
the Participant's request, for an amount of cash equal to the
amount which could have been attained upon the exercise of
such Option had such Option been currently exercisable;
(c) make such adjustment to the Option then
outstanding as the Committee deems appropriate to reflect such
transaction or change; and/or
(d) cause the Options then outstanding to be
assumed, or new Options substituted therefor, by the surviving
corporation in such change.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 Headings and Captions. The headings and captions to
the several Articles and Sections contained in the Plan are
included only for convenience and shall not be construed as a part
of the Plan or in any respect affect or modify its provisions.
10.2 Number and Gender. The masculine and neuter,
wherever used in the Plan, shall refer to either the masculine,
neuter or feminine; and, unless the context otherwise requires, the
singular shall include the plural and the plural the singular.
10.3 Governing Law. This Plan shall be construed and
administered in accordance with the laws of the State of Virginia.
10.4 Purchase for Investment. The Committee may require
each person purchasing Shares pursuant to an Option to represent to
and agree with the Company in writing that such person is acquiring
the Shares for investment and without a view to distribution or
resale. The certificates for such Shares may include any legend
which the Committee deems appropriate to reflect any restrictions
on transfer. All certificates for Shares delivered under the Plan
shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under all
applicable laws, rules and regulations, and the Committee may cause
a legend or legends to be put on any such certificates to make
appropriate references to such restrictions.
10.5 No Employment Contract. The adoption of the Plan
shall not confer upon any Employee any right to continued
employment nor shall it interfere in any way with the right of the
Employer to terminate the employment of any of its Employees at any
time.
10.6 No Effect on Other Benefits. The grant of Options
under the Plan shall have no effect on any benefits to which a
Participant may be entitled from the Employer, under another plan
or otherwise, or preclude a Participant from receiving any such
benefits.
10.7 Section 162(m) Fail-Safe Provision. If Code Section
162(m) is applicable to the Company and to a Participant, ISOs and
NQSOs are intended to meet the requirements of "other performance-based
compensation" under Code Section 162(m)(4)(C), so that any
remuneration resulting from the grant or exercise of any such
Option will not be considered "applicable employee remuneration"
within the meaning of Code Section 162(m)(4). If and to the extent
any provision of the Plan or action by the Board, Committee, or the
Committee's designee is contrary to such intention, it shall be
deemed null and void.
QUESTECH, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The purpose of the QuesTech, Inc. Stock Option
Plan for Non-Employee Directors ("Plan") is to increase the
proprietary interest of Non-Employee Directors in QuesTech,
Inc. ("Corporation") by granting them non-qualified options
("Options") to purchase shares ("Shares") of common stock,
$0.05 per share par value, of the Corporation ("Common
Stock") that will promote long-term shareholder value
through ownership of Common Stock.
2. Administration. The Plan shall be administered by the Board
of Directors. Grants of Options under the Plan shall be
automatic as provided in Section 5 and, upon the approval of
the Board of Directors with an interested director recusing
himself or herself, in the discretion of the Board of
Directors as provided in Section 6. The Board shall have
full authority to interpret the plan, to promulgate such
rules and regulations with respect to the Plan as it deems
desirable and to make all other determinations necessary or
appropriate for the administration of the Plan, and such
determinations shall be final and binding upon all persons
having an interest in the Plan.
3. Participation. Each member of the Board of Directors of the
Corporation who is not an employee of the Corporation or any
of its subsidiaries at the date of each grant ("Non-Employee
Director") shall be eligible to participate in the Plan.
4. Available Shares. The number of Shares available for grants
under the Plan shall not exceed 50,000 shares, subject to
adjustment as provided in Section 11. Any Shares issued
pursuant to Options ("Optioned Shares") may consist, in
whole or in part, of authorized and unissued Shares or
Shares in the Corporation's treasury. All Options granted
under the Plan shall be non-qualified options not entitled
to special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended.
5. Formula Awards under the Plan.
(a) Grant of Formula Award Options. Each individual who
becomes a Non-Employee Director (but excluding any Non-Employee Director
re-elected), shall, on the first anniversary of the first trading
day coinciding with or immediately following election to the
Board, automatically be granted an Option for 5,000 shares
all of which shall vest at the rate of 20 percent per year each year
following the date of grant. Each Non-Employee Director upon
re-election shall, on the first trading day coinciding with or immediately
following such reelection, automatically be granted an
Option to acquire 5,000 shares, 20 percent of which vests each year
following the date of grant and the balance one year after the date of
grant. The written agreement evidencing each Option shall be dated as
of the applicable date of grant. Each Non-Employee Director accepting
an Option shall execute and return a copy of the agreement to the
Corporation.
(b) Option Exercise Price. The exercise price per Share
("Option Price") of the formula award Option described above
in Section 5(a) shall be 100% of the Fair Market Value of a
Share on the business day immediately preceding the date of
grant. "Fair Market Value" as of any date shall be the last
reported sale price, regular way, of the Shares on any day
or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices,
regular way, in either case on the principal national
securities exchange on which the Shares are listed or, if
the Shares are not listed on a national securities exchange
and are listed on the Nasdaq Stock Market, the sale price
determined in the same fashion or, if the Shares are not so
listed on any of the foregoing, the average of the bid and
asked prices on such day as furnished by dealers in the
Shares in the over-the-counter market. All calculations of
the current market price shall be made to the nearest cent.
(c) Term of Option. Each formula award Option shall expire
ten (10) years from the date of grant.
(d) Exercise of Option. Each Option granted under Section
5(a) to (i) a newly elected Non-Employee Director shall be
exercisable six months from its date of grant and (ii) a re-elected
Non-Employee
Director shall be exercisable as provided in Section 5(a) above.
6. Other Grants. The Board may make such other, discretionary
Option grants to Non-Employee Directors as it may determine,
so long as such Options are evidenced by a written agreement
setting forth the terms and conditions of such Option, which
shall in all events be consistent with the terms of this
Plan.
7. Manner of Exercise. An exercisable Option, or any
exercisable portion thereof, may be exercised solely by
delivery to the Secretary of the Corporation at his or her
office of all of the following:
(a) Notice in writing signed by the Optionee or other
person then entitled to exercise an Option or portion
thereof, stating that the Option or portion is
exercised, such notice complying with all applicable
rules established by the Board;
(b) Such representations and documents as the Board,
in its absolute discretion, deems necessary or
advisable to effect compliance with all applicable
provisions of the Federal Securities Act of 1933, as
amended ("Federal Securities Act"), and any other
Federal or state securities laws or regulations. The
Board may, in its absolute discretion, also take
whatever action it deems appropriate to effect such
compliance, including without limitation, placing
legends on share certificates and issuing stop-transfer
orders to transfer agents and registrars; and
(c) Full cash payment of the Option Price for the
Optioned Shares with respect to which such Option or
portion is thereby exercised and which are to be
delivered to him or her pursuant to such exercise.
Such payment need not accompany the written notice of
exercise if the Optionee, either (a) in the notice of
exercise directs that the stock certificate or
certificates for the Optioned Shares as to which the
Option is exercised be delivered to a broker-dealer
registered with the Securities and Exchange Commission
that is a member of the New York Stock Exchange or any
other broker-dealer acceptable to the Board, as the
agent for the Optionee, which broker-dealer delivers to
the Corporation its unconditional and irrevocable
undertaking that, at the time such stock certificate or
certificates are delivered, such broker-dealer will pay
to the Corporation an amount in cash equal to such
payment, plus the amount ("withholding amount") of all
federal, state and/or local taxes of any kind which the
Corporation is required to withhold with respect to the
exercise of the Option or (b) furnish with said notice
(i) Shares (endorsed in favor of the Corporation)
having a Fair Market Value equal to the amount of such
payment or (ii) instructions that the Corporation
withhold from the Optioned Shares to be delivered a
number of Optioned Shares having a fair market value
equal to the Option Price, plus (in each case), the
withholding amount.
8. Conditions to Issuance of Stock Certificates. The
Corporation shall not be required to issue or deliver any
certificate or certificates for Optioned Shares prior to
fulfillment of all of the following conditions:
(a) The completion of any registration or other
qualification of such Shares under any Federal or state
law or under the rulings or regulations of the
Securities and Exchange Commission or any other
governmental regulatory body, which the Corporation
shall, in its absolute discretion, deem necessary or
advisable;
(b) The obtaining of any approval or other clearance
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion,
determine to be necessary or advisable;
(c) The provision for any income tax withholding which
the Corporation shall, in its absolute discretion,
determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time
following the exercise of the Option as the Corporation
may determine, in its absolute discretion, from time to
time to be necessary or advisable for reasons of
administrative convenience.
9. Rights as Stockholders. An Optionee shall not be, nor have
any of the rights of, a stockholder of the Corporation in
respect to any shares of Common Stock which may be purchased
upon the exercise of any option or portion thereof unless
and until certificates representing such shares have been
issued by the Corporation.
10. Non-transferability. An Option shall be non-assignable and
non-transferable by a Non-Employee Director other than by
will or the laws of descent and distribution. A Non-Employee Director
shall forfeit any Option assigned or transferred, voluntarily or
involuntarily, other than as
permitted under this Section. An Option may be exercised
during the Non-Employee Director's lifetime only by such
person or his or her guardian or legal representative.
11. Adjustments. In the event of a stock dividend or stock
split, or combination or other reduction in the number of
issued Shares, a merger, consolidation, reorganization,
recapitalization, sale or exchange of substantially all
assets or dissolution of the Corporation, then appropriate
adjustments shall be made in the shares and number of Shares
subject to and authorized by this Plan and the Option prices
specified, in order to prevent dilution or enlargement of
the rights of the Non-Employee Directors under the Plan.
12. Amendment of the Plan. The Board of Directors may suspend
or terminate the Plan or any portion thereof at any time,
and the Board of Directors may amend the Plan from time to
time as may be deemed to be in the best interests of the
Corporation; provided, however, that no such amendment,
alteration or discontinuation shall be made (a) that would
impair the rights of a Non-Employee Director with respect to
Options theretofore awarded, without such person's consent,
or (b) without the approval of the stockholders if such
approval is necessary to comply with any legal, tax or
regulatory requirement, including any approval requirement
which is a prerequisite for exemptive relief from Section
16(b) of the Securities Exchange Act of 1934, as amended.
13. Miscellaneous Provisions. Neither the Plan nor any action
taken hereunder shall be construed as giving any Non-Employee Director any
right to be nominated for re-election to the Board.
14. Effective Date and Duration of Plan. The Plan shall be
effective as of November 1, 1996 and shall expire ten years
from the effective date hereof unless earlier terminated by
the Board.
QuesTech, Inc. and Subsidiaries
Exhibit 11 - Statement Re: Computation of Per-Share Earnings
<TABLE>
Year Ended December 31
1996 1995 1994
<S> <C> <C> <C>
Net Income $ 818,300 $ 520,100 $ 317,800
Primary Earnings:
Shares
Weighted average number of
common shares outstanding .... 1,572,381 1,556,508 1,568,000
Common stock equivalents ....... 122,124 135,459 50,386
SECT shares, weighted .......... <176,131> <207,287> <221,792>
Weighted average number of
common shares outstanding
as adjusted .................. 1,518,374 1,484,680 1,396,594
Primary earnings per common share: $ 0.54 $ 0.35 $ 0.23
</TABLE>
<TABLE>
<S> <C> <C> <C>
Fully Diluted Earnings:
Shares
Weighted average number of
common shares outstanding .... 1,572,381 1,556,508 1,568,000
Common stock equivalents ....... 128,507 190,987 64,694
SECT shares .................... <176,131> <207,287> <221,792>
Weighted average number of
common shares outstanding
as adjusted .................. 1,524,757 1,540,208 1,410,902
Fully diluted earnings per common
share: $ 0.54 $ 0.34 $ 0.23
</TABLE>
