SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
______ Exchange Act of 1934
For the quarterly period ended September 30, 1995 or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
______ Exchange Act of 1934
For the transition period from ___________to ___________
Commission file number 1-6435
________________________________
BBN Corporation
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Massachusetts 04-2164398
________________________________ _________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 CambridgePark Drive, Cambridge, Massachusetts 02140
__________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 873-2000
_______________
Bolt Beranek and Newman Inc.
_________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- ______
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Number of shares of common stock, $1.00 par value, outstanding as of
October 31, 1995: 17,684,211
Exhibit index appears on page 15
Page 1 of 17 pages
<PAGE>
BBN CORPORATION
INDEX
Page No.
________
Part I. Financial Information
Consolidated Statements of Operations -
Three Months Ended September 30, 1995 and 1994 ..3
Consolidated Balance Sheets -
as of September 30, 1995 and June 30, 1995 ......4
Consolidated Statements of Cash Flows -
Three Months Ended September 30, 1995 and 1994 ..5
Notes to Consolidated Financial Statements ..........6
Management's Discussion and Analysis of Financial
Condition and Results of Operations .............9
Part II.Other Information
Item 4. Submission of Matters to a Vote of
Security Holders................................14
Item 6. Exhibits and Reports on Form 8-K ..........14
Signatures..........................................14
<PAGE>
PART I. FINANCIAL INFORMATION
BBN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Dollars in thousands, except per-share data
Three Months Ended
______________________________
September 30 September 30
1995 1994
____________ ____________
Revenue:
Services $ 51,568 $ 44,376
Products 9,558 7,367
____________ ____________
61,126 51,743
____________ ____________
Costs and expenses:
Cost of services 37,339 28,563
Cost of products 3,279 2,599
Research and development expenses 5,660 5,888
Selling, general and administrative expenses 25,922 16,185
____________ ____________
72,200 53,235
____________ ____________
Loss from operations (11,074) (1,492)
Interest income 1,585 617
Interest expense (1,134) (1,126)
Minority interests (69) 296
Other income (expense), net (9) (3)
____________ ____________
Loss before income taxes (10,701) (1,708)
Provision (benefit) for income taxes (2,050) 100
____________ ____________
Net loss $ (8,651) $ (1,808)
============ ============
Net loss per share $ (.49) $ (.11)
============ ============
Shares used in per-share calculations 17,518,000 16,614,000
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
BBN CORPORATION
CONSOLIDATED BALANCE SHEETS
Dollars in thousands September 30 June 30
1995 1995
____________ ____________
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents (includes $ 61,453 $ 110,792
restricted cash of $8,419 at September 30,
1995 and $12,134 at June 30, 1995)
Short-term investments 37,011
Accounts receivable, net 57,864 53,933
Other current assets 8,422 3,606
____________ ____________
Total current assets 164,750 168,331
Property, plant and equipment, net 33,072 30,075
Goodwill, net 17,459 17,927
Other assets 2,718 3,133
____________ ____________
Total assets $ 217,999 $ 219,466
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 10,378 $ 11,596
Accrued compensation and retirement plan 5,644 6,319
Accrued restructuring charges 8,840 9,216
Other accrued costs 23,071 15,888
Deferred revenue 15,491 16,914
____________ ____________
Total current liabilities 63,424 59,933
6% convertible subordinated debentures
due 2012 73,484 71,510
Commitments and contingencies
Minority interests 1,341 3,471
Redeemable convertible preferred stock 8,000
of subsidiary
Shareholders' equity:
Common stock, $1 par value, authorized:
100,000,000 shares; issued: 22,135,216
shares at September 30, 1995 and
22,050,887 shares at June 30, 1995 22,135 22,051
Additional paid-in capital 61,371 62,664
Foreign currency translation adjustment 365 1,307
Retained earnings 20,066 28,717
____________ ____________
103,937 114,739
Less shares in treasury, at cost: 4,527,464
shares at September 30, 1995 and
June 30, 1995 32,187 32,187
____________ ____________
Total shareholders' equity 71,750 82,552
____________ ____________
Total liabilities and shareholders'
equity $ 217,999 $ 219,466
============ ============
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
BBN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Dollars in thousands Three Months Ended
___________________________
September 30 September 30
1995 1994
____________ ____________
Cash flows from operating activities:
Net loss $ (8,651) $ (1,808)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 2,925 2,393
Amortization of goodwill and capitalized
software 727 146
Change in assets and liabilities:
Accounts receivable (3,931) (7,050)
Other assets (1,343) (992)
Income taxes, net (3,452) (48)
Accounts payable and other liabilities 3,225 1,085
Accrued restructuring charges (376) (1,162)
Deferred revenue (1,423) 2,269
Other (149) 56
____________ ____________
Total adjustments (3,797) (3,303)
____________ ____________
Net cash used by operating activities (12,448) (5,111)
____________ ____________
Cash used by investing activities:
Additions to property, plant and equipment (5,778) (2,229)
Short-term investments (37,011)
Payments to minority owner (2,199)
Payments for business acquired (2,000)
____________ ____________
Cash used by investing activities (44,988) (4,229)
____________ ____________
Cash provided by financing activities:
Proceeds from employee stock purchase
and option plans 97 148
Proceeds from issuance of subsidiary
preferred stock 8,000
____________ ____________
Cash provided by financing activities 8,097 148
____________ ____________
Net decrease in cash and cash equivalents (49,339) (9,192)
Cash and cash equivalents-beginning of period 110,792 67,115
____________ ____________
Cash and cash equivalents-end of period $ 61,453 $ 57,923
============ ============
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
BBN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A.Basis of Presentation
The financial information included herein, with the exception of the
consolidated balance sheet at June 30, 1995, has not been audited.
However, in the opinion of management, all material adjustments
necessary for a fair presentation of the results for these periods, have
been reflected and consist only of normal recurring accruals and a
$1,700,000 charge to operations recorded in the first quarter of FY1996,
which is more fully described in footnote C. The results for these
periods are not necessarily indicative of the results for the full
fiscal year. Certain amounts reported for the prior periods presented
have been reclassified to be consistent with the current year's
presentation.
The accompanying financial information should be read in conjunction
with the consolidated financial statements and notes thereto contained
in the Company's annual report on Form 10-K filed with the Securities
Exchange Commission for the year ended June 30, 1995.
B.Segment Information
The following is a summary of business segment information for the three
months ended September 30, 1995 and 1994, respectively. All data is
shown net of intersegment transactions.
Three Months Ended
September 30
_______________________
Dollars in Thousands 1995 1994
__________ __________
Revenue:
Internetworking $ 27,793 $ 23,781
Data analysis software 10,945 8,047
Collaborative systems and acoustic
technologies 22,388 19,915
__________ __________
$ 61,126 $ 51,743
========== ==========
Income (loss) from operations:
Internetworking $ (5,783) $ (838)
Data analysis software (4,960) (316)
Collaborative systems and acoustic
technologies (88) 279
Unallocated corporate expenses (243) (617)
__________ __________
$ (11,074) $ (1,492)
========== ==========
Internetworking segment results for the three months ended September 30,
1994 included revenue of approximately $4,100,000 and an operating loss
of approximately $1,500,000 at LightStream Corporation. LightStream
Corporation, an 80%-owned subsidiary of the Company, sold substantially
all of its assets to Cisco Systems, Inc. on January 11, 1995.
<PAGE>
BBN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
C.Operating Charge
During the quarter ended September 30, 1995, the Company recorded a
charge of $1,700,000 at its wholly-owned subsidiary BBN Domain
Corporation which is focusing its business on networked process
optimization solutions for pharmaceutical and manufacturing companies.
The charge is associated with severance and related costs and is
included primarily in selling, general and administrative expense. These
costs are expected to be substantially paid during the quarter ending
December 31, 1995.
D.Redeemable Convertible Preferred Stock of Subsidiary
In July 1995, AT&T Venture Company, L.P. made an investment in BBN
Planet Corporation by purchasing 1,000,000 shares of BBN Planet's Series
A Redeemable Convertible Preferred Stock at a price of $8.00 per share.
The preferred stock is subject to mandatory conversion into 1,000,000
shares of BBN Planet common stock upon an intial public offering of BBN
Planet common stock, and may be put to the Company or BBN Planet at
$8.00 per share within twelve months of the date of the investment.
E.Paid-in Capital
As provided by the Company's 1986 Stock Incentive Plan, during the
quarter ended September 30, 1995 the retiring chairman of the board
transferred shares of the Company's common stock to the Company in
payment of applicable withholding taxes in connection with the exercise
of non-qualified stock options. The effect of this transaction was to
reduce paid-in capital by approximately $1,400,000.
F.Commitments and Contingencies
The Company, like other companies doing business with the U.S.
government, is subject to routine audit, and in certain circumstances to
inquiry, review, or investigation, by U.S. government agencies, of its
compliance with government procurement policies and practices. Based
upon government procurement regulations, under certain circumstances a
contractor violating or not complying with procurement regulations can
be subject to legal or administrative proceedings, including fines and
penalties, as well as be suspended or debarred from contracting with the
government. The Company's policy has been and continues to be to
conduct its activities in compliance with all applicable rules and
regulations.
The books and records of the Company are subject to audit by the Defense
Contract Audit Agency ("DCAA"); such audits can result in adjustments to
contract billings. Final contract billing rates have been established
for years through fiscal year 1991, except for the Company's former BBN
Communications activities for which final contract billing rates have
been established only through fiscal year 1984. BBN expects that any
adjustments which may be made as a result of audits of fiscal years 1985
through 1995 will not have a material adverse effect on the Company's
results of operations.
<PAGE>
BBN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
F.Commitments and Contingencies (continued)
In April 1991, the Company was informed that it was the subject of an
investigation by U.S. government agencies of its compliance with certain
government procurement policies and practices. No allegations were made
by the government agencies and the Company was informed in August 1995
that the investigation had been concluded. The audit of the Company's
former BBN Communications activities by the DCAA for fiscal years 1985
through 1993, which was delayed as a result of the investigation, is
currently in process. U. S. government revenue for the Company's former
BBN Communications activities, during the nine-year period under audit,
represented approximately 40% of the Company's total U.S. government
revenue.
The Company is subject to other legal proceedings and claims which arise
in the ordinary course of its business. In the opinion of management,
the results of these other legal proceedings and claims will not have a
material effect on the Company's consolidated financial position and
results of operations.
<PAGE>
BBN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company
___________
The Company currently consists of four operating units: BBN Systems
and Technologies Division, BBN Domain Corporation (formerly BBN Software
Products Corporation), BBN Planet Corporation, and BBN HARK Systems
Corporation. The BBN Systems and Technologies Division includes
internetworking services and products, and collaborative systems and
acoustic technologies for both the government and commercial markets. BBN
Domain Corporation ("BBN Domain"), a wholly-owned subsidiary of the
Company, is focusing its business on networked data analysis and process
optimization software products for pharmaceutical and manufacturing
applications. BBN Planet Corporation ("BBN Planet"), a 95%-owned
subsidiary of the Company, provides managed Internet services to businesses
and other organizations. BBN HARK Systems Corporation ("BBN HARK"), a
wholly-owned subsidiary of the Company, is an early stage company which
develops and markets commercial speech recognition software products.
During FY1995, LightStream Corporation ("LightStream"), a previously
80%-owned subsidiary of the Company which made asynchronous transfer mode
("ATM") network switches, sold substantially all of its assets to Cisco
Systems, Inc.
A significant portion of BBN's revenue continues to be derived from
its business with the U.S. government and its agencies, particularly the
Department of Defense. The Company's business with the Department of
Defense has been adversely affected by reduced defense spending. The
Company expects overall defense budgets to continue to decline over the
next several years, and anticipates attendant increased competition within
the consolidating defense industry. These factors have reduced the
Company's U.S. government revenue and operating margins in recent fiscal
years, and this trend is expected to continue at least through FY1996,
particularly in the Company's defense communications, acoustic technologies
and sensor systems activities.
For the past several years, BBN has provided network systems and
services to the U.S. Department of Defense, including to the Defense Data
Network ("DDN"), a common-user data network servicing the Department of
Defense. In FY1991, the Defense Information Systems Agency awarded BBN a
one-year contract in support of the DDN, with up to four one-year optional
extentions. The Company has just completed performing under the fourth
option year of that DDN contract, valued at approximately $15 million, for
the contract year ended in October 1995. The Company has been awarded a
six-month extension of the DDN contract, which will continue these
activities through April 1996. The value of this extension award is
approximately $7.5 million. The Company does not expect that this activity
will continue beyond April 1996, although the Company may compete for
follow-on contracts for the DDN, at reduced funding levels. Approximately
$17.8 million and $20.5 million of revenue has been recorded under the DDN
contract in FY1995 and FY1994, respectively. Fiscal year 1996 revenue is
expected to approximate $12.7 million.
<PAGE>
BBN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
The Company conducts its commercial businesses in environments
characterized by intense competition, shortened product life cycles, and
rapid technological change, which require significant research and
development expenditures to develop new products and services to address
emerging market requirements and to improve existing products and services.
In recent years, the Company's traditional commercial businesses,
consisting principally of RS/Series data analysis software products and
X.25 network systems, have been experiencing substantially lower revenue.
The Company has discontinued sales of most of its traditional X.25 systems
and products, and has substantially eliminated its development effort, and
significantly reduced its selling efforts related to this business. In
recent periods, the Company has invested heavily in development of new
products, including the LightStream ATM switch which was sold to Cisco
Systems, Inc. in January 1995, Cornerstone data analysis and visualization
software, the T/10(TM) Integrated Access Device ("IAD") for computer networks,
and the BBN HARK speech recognition software. The Company's T/10 IAD
activities are now being primarily focused on a limited number of reseller
and strategic licensing opportunities and the future success of the T/10
IAD is highly dependent on these opportunities. The Company has
substantially reduced spending relating to the T/10 IAD from prior period
levels. During FY1995 and the first quarter of FY1996, the Company has also
made significant investments in Internet services. In support of its Internet
business strategy, the Company may make acquisitions or enter into
strategic alliances.
The Company's BBN Planet subsidiary is significantly increasing its
investment in the emerging market for Internet access services. In August
1994, BBN Planet acquired, from Stanford University, the Bay Area Regional
Research Network, a leading provider of Internet access services in
the San Francisco Bay area. In March 1995, BBN Planet acquired
substantially all of the assets of the Southeastern Universities Research
Association Internet service, a leading provider of Internet access
services in the southeastern United States.
In June 1995, BBN, BBN Planet, and AT&T Corp. (AT&T) entered into an
agreement under which BBN Planet is to be the exclusive provider for a
period of up to three years of dedicated Internet access and managed
network security services to AT&T for resale to business customers in the
United States of AT&T's Business Communications Services division. AT&T
has agreed to purchase a minimum of $120 million of services during the
first three years of the agreement. The relationship provides BBN Planet
with an opportunity to accelerate the expansion of its Internet services
business. In July 1995, AT&T Venture Company, L.P., a venture partnership
with AT&T as the sole limited partner, made an $8.0 million investment in
BBN Planet.
The market for Internet services is rapidly expanding, and there are
considerable uncertainties as to how the market will develop. The market
is highly competitive, in general there are no substantial barriers to
entry, and the Company expects that competition with its Internet
activities will intensify in the future. The
<PAGE>
BBN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Company expects that all of the major on-line services and
telecommunications companies will compete fully in the Internet services
market, and that new competitors, including large computer hardware,
software, media, and other technology and telecommunications companies will
enter the Internet services market, resulting in even greater competition
for the Company's services and significant pricing pressure, which may
impact operating results.
The success of BBN's Internet services will depend upon a number of
factors including, the development and expansion of the market for Internet
access services and products and the networks which comprise the Internet;
the ability to leverage its current relationship with AT&T; the capacity,
reliability, and security of its network infrastructure; its ability to
develop price competitive services that meet changing customer
requirements; its ability to attract and retain additional highly qualified
management, technical, marketing, and sales personnel; and its ability to
manage its growth.
The Company's traditional data analysis software products, including
mini-computer based versions of the Company's RS/Series software, have been
affected over the last several years by a number of market changes, and the
Company has experienced substantially lower RS/Series software revenue and
downward pressure on prices. In response, the Company has developed
desktop versions of certain RS/Series software products, and in FY1993 the
Company introduced Cornerstone software, a desktop-based data analysis and
visualization software tool. Sales of Cornerstone software to date have
been substantially below expectations. Based upon the exclusive rights to a
technology acquired from IBM during FY1995, BBN Domain is developing software
designed for manufacturing process optimization methodology. The Company
has refocused it traditional software activities on networked process
optimization and now targets customers principally in the pharmaceutical and
manufacturing industries. In connection with this effort, BBN Domain
recorded a charge to operations in the quarter ended September 30, 1995
of $1.7 million.
The Company believes that the future success of BBN Domain will
depend primarily on the market acceptance of its pharmaceutical industry
software products, on the successful development and acceptance of its new
manufacturing process optimization methodology and continued acceptance of
its data anlaysis software.
The Company reported a loss from operations of $11.1 million for the
quarter ended September 30, 1995 compared to a loss from operations of
$1.5 million for the same period a year ago. The operating loss reflects
continued investments in the Company's Internet services business, and
includes operating losses at BBN Planet and BBN Domain of $7.2 million and
$4.9 million, respectively. The loss at BBN Domain includes a $1.7 million
charge associated with the refocusing of BBN Domain's business.
The Company expects to incur a significant operating loss for its fiscal
year ending June 30, 1996 as a result of its substantial investment in
internetworking related activities and related significant operating losses
at BBN Planet.
<PAGE>
BBN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Revenue
_______
Revenue for the quarter ended September 30, 1995 increased $9.4
million to $61.1 million compared to $51.7 million for the comparable
quarter ended September 30, 1994. Revenues in the prior year quarter
included $4.1 million associated with LightStream Corporation, a previously
80% owned subsidiary which sold all of its assets to Cisco Systems, Inc.
during the third quarter of FY1995. Internetworking segment revenue
increased $4.0 million reflecting increased Internet services revenue at
BBN Planet of $5.4 million and $1.8 million from a technology licensing and
development agreement relating to the Company's T/10 network access
device and the T/40 video router. These increases were partially offset by
a decline in revenue in the BBN Systems and Technologies Division's defense
communications business. Revenue from the Company's data analysis software
segment increased by approximately $2.9 million, reflecting higher health
industry related sales. Revenue increased approximately $2.5 million in
the collaborative systems and acoustic technologies segment, including an
increase of $1.2 million of speech recognition products and services at BBN
HARK.
Cost of Sales
_____________
Cost of services and products as a percentage of revenue was 66% in
the first quarter of FY1996 compared to 60% in the comparable period of
FY1995. The increase in the cost of sales percentage is principally
related to lower margins on increased internetworking services revenue.
Research and Development Expenses
_________________________________
Research and development costs, exclusive of $2.0 million associated
with LightStream in the first quarter of FY1995, increased $1.8 million
during the quarter ended September 30, 1995. The increase was primarily in
the data analysis software and internetworking segments.
Selling, General and Administrative Expenses
____________________________________________
Selling, general, and administrative expenses for the three months
ended September 30, 1995 increased $9.7 million from the comparable FY1995
period. Excluding LightStream in the first quarter of FY1995, the
increase was $11.7 million and primarily reflects BBN's continued
investment in the Company's internetworking-related activities. The
increase also includes a $1.4 million charge recorded at BBN Domain to
provide for employee related costs associated with the decision to refocus
its business (see Note C to the consolidated financial statements). The
Company anticipates continued increased spending from FY1995 levels primarily
related to its commercial internetworking activities throughout FY1996.
Interest
________
Interest income increased $1.0 million in the first quarter of FY1995
from the first quarter of FY1994. The increase is directly related to the
higher level of invested cash balances, resulting from the proceeds
received during the third quarter of FY1995 from the sale of
LightStream.
<PAGE>
BBN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Income Taxes
____________
The income tax benefit recorded in the quarter ended September 30,
1995 was approximately 19% and represents the effective rate at which the
Company can utilize its current operating loss to recover taxes paid in the
prior year. There was no tax benefit associated with the loss in the first
quarter of FY1995 since there was no tax loss carryback available to the
Company. The tax provision in the first quarter of FY1995 related
primarily to foreign income with no domestic credit available.
Liquidity and Capital Resources
_______________________________
As of September 30, 1995, the Company had cash and cash equivalents
and short term investments amounting to $98.5 million, a decrease of $12.3
million from June 30, 1995. The decrease relates to $12.4 million of cash
used by operations, $5.8 million used for capital expenditures, and $2.2
million of payments to the minority shareholder in connection with the
LightStream sale. These decreases were partially offset by $8.0 million
received from AT&T Venture Company, L.P. as an investment in BBN Planet.
(See Note D to the consolidated financial statements). Changes in cash
balances due to fluctuation in foreign exchange rates were insignificant.
Working capital, excluding cash and cash equivalents and short term
investments, increased $5.3 million as a result of an increased level of
receivables and a $3.0 million tax refund due which is included in other
current assets.
The balance of accrued restructuring costs of $8.8 million relates to
the Company's FY1993 downsizing and represents excess facilities costs
under long-term leases in excess of sublease income. These costs are
anticipated to be liquidated in varying amounts through 2005. The Company
has sublet or assigned the majority of its excess facilities under
agreements with terms expiring between 1998 and 2005.
The Company anticipates that further investments in working capital,
capital equipment and selling and marketing infrastructure will be required
in support of the expansion of its Internetworking-related activities. In
addition, the Company may use a portion of its cash resources for
acquisitions or the formation of strategic partnerships. The Company
believes that its exposure to foreign currency risks is not significant.
The Company believes that its liquidity in the form of existing cash
balances is adquate to meet its operating requirements through FY1996.
Currently, the Company does not have any bank lines of credit.
<PAGE>
PART II. OTHER INFORMATION
BBN CORPORATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders of the Company held on
November 6, 1995, the shareholders authorized the following
proposals by the vote as noted:
Number of Shares Voted
______________________________________
Proposal For Withheld
________ _____________ _____________
Election as Director of
Lucie J. Fjeldstad 14,282,048 309,579
Election as Director of
Andrew L. Nichols 14,284,865 306,762
Abstain or
For Against Not Voting
__________ _________ __________
To amend the Company's 1986 Stock
Incentive Plan relative to
increase in shares 10,503,739 4,006,364 81,524
To amend the Company's 1986 Stock
Incentive Plan relative to non-employee
director options 13,737,077 722,989 131,561
To change the corporate name 14,102,025 102,349 387,253
Ratification of Coopers & Lybrand
as auditors 14,490,850 34,627 66,150
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11.1 Computation of Net Loss Per Share
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended
September 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BBN Corporation
By /s/Paul F. Brauneis
_______________________________________
Paul F. Brauneis
Vice President and Corporate Controller
Date: November 14, 1995
<PAGE>
BBN CORPORATION
LIST OF EXHIBITS
11.1 Computation of Net Loss Per Share (page 16)
27.1 Financial Data Schedule (page 17)
<PAGE>
BBN CORPORATION
EXHIBIT 11.1
COMPUTATION OF NET LOSS PER SHARE
(000's except per-share data)
Three Months Ended
____________________________________________
September 30, 1995 September 30, 1994
___________________ ___________________
Fully Fully
Primary Diluted Primary Diluted
________ _______ _______ _______
Weighted average
shares outstanding 17,518 17,518 16,614 16,614
Incremental shares from use
of treasury stock method
for stock options (a) (a) (a) (a)
________ ________ ________ ________
Shares used in per-share
calculations 17,518 17,518 16,614 16,614
======== ======== ======== ========
Net loss $(8,651) $(8,651) $(1,808) $(1,808)
======== ======== ======== ========
Net loss per share $ (.49) $ (.49) $ (.11) $ (.11)
======== ======== ======== ========
(a) Incremental shares were not used as their effect would be antidilutive.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS AND BALANCE SHEETS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1995
<CASH> 61,453
<SECURITIES> 37,011
<RECEIVABLES> 57,864 <F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 164,750
<PP&E> 33,072 <F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 217,999
<CURRENT-LIABILITIES> 63,424
<BONDS> 73,484
<COMMON> 22,135
0
0
<OTHER-SE> 49,615
<TOTAL-LIABILITY-AND-EQUITY> 217,999
<SALES> 61,126
<TOTAL-REVENUES> 61,126
<CGS> 40,618
<TOTAL-COSTS> 40,618
<OTHER-EXPENSES> 31,582
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,134
<INCOME-PRETAX> (10,701)
<INCOME-TAX> (2,050)
<INCOME-CONTINUING> (8,651)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,651)
<EPS-PRIMARY> (.49)
<EPS-DILUTED> 0
<FN>
<F1>The receivables amount is shown net of contract allowances and allowances
for doubtful accounts.
<F2>The PP&E amount is shown net of accumulated depreciation and amortization.
</FN>
</TABLE>
