UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ...... to ......
Registrant, State of Incorporation,
Address and Telephone Number
----------------------------
GRC INTERNATIONAL, INC.
(a Delaware Corporation)
1900 Gallows Road
Vienna, Virginia 22182
(703) 506-5000
Commission I.R.S. Employer
File No. Identification No.
- ---------- ------------------
1-7517 95-2131929
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.
Outstanding at
Class of Common Stock October 31, 1999
- --------------------- ----------------
$.10 par value 12,370,435 shares
<PAGE>
CONTENTS
Forward-Looking Statements
In addition to historical information, this Form 10-Q Quarterly Report contains
forward-looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section of this Form 10-Q captioned "Management's
Discussion and Analysis". The Company undertakes no obligation to publicly
revise these forward-looking statements, to reflect events or circumstances that
arise after the date hereof. Readers should carefully review the risk factors
described in the Company's Form 10-K Annual Report and other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-Q filed by the Company subsequent to
this Form 10-Q and any Current Reports on Form 8-K filed by the Company.
Page
----
PART I - FINANCIAL INFORMATION
A. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 8
B. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
C. PART II - OTHER INFORMATION 15
Note: The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations although the Company believes that the disclosures are
adequate to make the information presented not misleading.
It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's latest
annual report on Form 10-K.
2
<PAGE>
<TABLE>
<CAPTION>
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for per share data)
(unaudited)
Three Months Ended
September 30,
1999 1998
--------- ----------
<S> <C> <C>
Revenues $ 45,821 $ 36,756
Cost of revenues 36,992 30,964
Indirect costs and other costs 4,656 3,675
--------- --------
Operating income 4,173 2,117
Interest expense, net (230) (352)
--------- --------
Income from continuing operations
before income taxes 3,943 1,765
Income tax (provision) benefit (1,585) 1,265
--------- --------
Income from continuing operations 2,358 3,030
Gain from discontinued operations
(net of tax) --- 54
---------- ---------
Net Income $ 2,358 $ 3,084
========== =========
Income per common and
common equivalent share:
Basic
Continuing operations $ 0.22 $ 0.29
Discontinued operations --- 0.01
----------- ---------
Net income $ 0.22 $ 0.30
=========== =========
Number of shares used in basic EPS
calculation 10,959 10,214
=========== =========
Diluted
Continuing operations $ 0.21 $ 0.29
Discontinued operations --- 0.01
----------- ---------
Net income $ 0.21 $ 0.30
=========== =========
Number of shares used in diluted EPS
calculation 11,418 10,386
=========== =========
</TABLE>
The Company had no items of other comprehensive income or loss.
The accompanying notes are an integral part of these statements.
3
<PAGE>
<TABLE>
<CAPTION>
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30, June 30,
1999 1999
------------ -----------
(in thousands)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 88 $ 88
Accounts receivable, net 44,935 36,438
Unbilled reimbursable costs and fees 1,322 2,924
Other receivables 1,040 1,339
Prepaid expenses and other current assets 634 522
Deferred income taxes 5,895 6,871
--------- ---------
Total current assets 53,914 48,182
--------- ---------
PROPERTY AND EQUIPMENT,
at cost, net of accumulated depreciation
and amortization of $14,040 and $13,497 9,689 9,095
--------- ---------
OTHER ASSETS:
Goodwill and other intangible assets, net 22,715 1,989
Deferred income taxes 13,428 15,428
Deposits and other 2,104 1,387
--------- ---------
Total other assets 38,247 18,804
--------- ---------
TOTAL ASSETS $ 101,850 $ 76,081
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
<TABLE>
<CAPTION>
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30, June 30,
1999 1999
------------- -----------
(in thousands)
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 6 $ 9
Accounts payable 5,332 5,567
Accrued compensation and benefits 14,700 14,461
Accrued expenses and other current liabilities 4,397 3,063
--------- ---------
Total current liabilities 24,435 23,100
--------- ---------
LONG-TERM LIABILITIES:
Long-term debt 16,500 12,623
Other long-term liabilities 1,244 299
--------- ---------
Total long-term liabilities 17,744 12,922
--------- ---------
COMMITMENTS AND CONTINGENCIES: --- ---
STOCKHOLDERS' EQUITY:
Commonstock, $.10 par value -
Authorized - 30,000,000 shares
Issued - 12,623,906 shares
and 10,549,003 shares 1,262 1,055
Paid-in capital 100,324 83,277
Accumulated deficit (38,070) (40,428)
--------- ---------
63,516 43,904
Less: Treasury stock, at cost; 300,000 shares (3,845) (3,845)
--------- ---------
Total stockholders' equity 59,671 40,059
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 101,850 $ 76,081
========= ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
<TABLE>
<CAPTION>
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
September 30,
-------------------------
1999 1998
------- -------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM CONTINUING OPERATIONS:
Income from continuing operations $ 2,358 $ 3,030
Reconciliation of income from continuing operations to net
cash provided by (used in) operating activities:
Depreciation and amortization 671 816
Deferred income tax provision (benefit) 1,584 (1,300)
Changes in assets and liabilities:
Accounts receivable and unbilled
reimbursable costs and fees 224 293
Prepaid expenses and other current assets 369 9
Accounts payable, accruals and
other current liabilities (1,809) (3,172)
Other (23) (59)
---------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,374 (383)
---------- ---------
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Gain from discontinued operations --- 54
Reconciliation of income from discontinued operations:
Non-cash charges and changes in working capital (59) 42
----------- ---------
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS (59) 96
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (412) (372)
Purchase of business, net of cash acquired (7,053) ---
---------- ---------
NET CASH USED IN INVESTING ACTIVITIES (7,465) (372)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt and capital lease obligations (12,623) (448)
Bank borrowings 16,500 488
Issuance of common stock 273 ---
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,150 40
---------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS 0 (619)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 88 3,648
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 88 $ 3,029
========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
<TABLE>
<CAPTION>
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
September 30,
------------------------
1999 1998
------- -------
(in thousands)
<S> <C> <C>
Supplemental disclosures:
Cash paid for:
Interest $ 221 $ 421
Income taxes $ 80 $ 35
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
GRC INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
(unaudited)
(1) Basis of Presentation. The condensed consolidated financial statements
included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. The results of operations presented
herein are not necessarily indicative of the results to be expected for
a full year. Although the Company believes that all material
adjustments (consisting only of normal recurring adjustments) necessary
for a fair presentation of the interim periods presented are included
and that the disclosures are adequate to make the information presented
not misleading, these condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1999.
(2) New Accounting Pronouncements. For the year ending June 30, 2001, the
Company will be required to adopt SFAS 133, Accounting for Derivative
Instruments and Hedging Activities. Management does not believe
adoption of this Standard will have a material impact on its financial
statements.
(3) Debt. The Company maintains a $35 million revolving credit agreement
effective August 27, 1999. The Company has both Prime and LIBOR (London
Interbank Offered Rate) based borrowing options under the Credit
Agreement. The interest accrued on LIBOR loans is based on a ratio of
debt to cash flow. The current premium is 1.10% above the applicable
LIBOR rate. The Company also pays a performance based commitment fee,
which is currently 0.30% of the line of credit.
<TABLE>
<CAPTION>
Debt at September 30, 1999 and June 30, 1999 consisted of the
following:
September 30, 1999 June 30, 1999
------------------ -------------
<S> <C> <C>
Revolving Credit Agreement $ 16,500 $ 7,873
Term Loans --- 4,750
Other 6 9
-------- --------
Total Debt 16,506 12,632
Less: Current Portion (6) (9)
-------- --------
Long Term Debt $ 16,500 $ 12,623
======== ========
</TABLE>
(4) Acquisition of Management Consulting and Research, Inc. Effective
September 2, 1999, the Company acquired all of the outstanding stock of
Management Consulting and Research, Inc. (MCR). The net purchase price
of approximately $23 million was paid
8
<PAGE>
with 2 million shares of GRCI's common stock valued at approximately $16
million and the remainder of approximately $7 million in net cash,
financed through the new credit agreement. The resulting $20.8 million
in goodwill is to be amortized over 30 years. MCR provides professional
services to the U.S. Government primarily in the areas of budget
analysis, cost estimating and program management. MCR's revenues are
approximately $30 million per year. The acquisition is accounted for
using the purchase method of accounting and consolidated with GRC from
the date of acquisition.
(5) Segment Information The Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" during fiscal 1999.
SFAS No. 131 establishes standards for reporting information about
operating segments and related disclosures about products and services,
geographic areas and major customers.
All of the Company's business relates to information technology
consulting services. The chief operating decision-maker is provided
information about the revenues generated by operating segment and
utilizes income before interest and taxes as a measure of segment
performance. The Company's services are delivered to clients primarily
in the United States, and the Company's long-lived assets are located
within the United States. Based on SFAS No. 131 criteria, the Company
has two reportable operating segments; U.S. Federal Government, and
Commercial. Within the U.S. Federal Government segment are sales to the
Company's largest customer, the Department of Defense ("DoD"). Revenues
from the DoD represented 98% of total U.S. Government revenues in first
quarters of both fiscal 2000 and fiscal 1999.
<TABLE>
<CAPTION>
U.S. Federal
Government Commercial Corporate Total
---------- ---------- --------- -----
(In Thousands)
<S> <C> <C> <C> <C>
First quarter fiscal 2000
Revenues $44,031 $ 1,790 $ --- $45,821
Income before interest and taxes 4,413 248 (488) 4,173
Depreciation and amortization 337 8 326 671
Assets 71,631 3,555 28,056 103,242
Capital expenditures 319 2 91 412
First quarter fiscal 1999
Revenues $34,966 $ 1,790 $ --- $36,756
Income before interest and taxes 1,814 531 (228) 2,117
Depreciation and amortization 539 24 253 816
Assets 40,436 3,186 27,254 70,876
Capital expenditures 233 --- 139 372
</TABLE>
9
<PAGE>
GRC INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 and 1998
Acquisition of Management Consulting and Research, Inc.
- -------------------------------------------------------
Effective September 2, 1999, the Company acquired all of the outstanding stock
of Management Consulting and Research, Inc. (MCR). The net purchase price of
approximately $23 million was paid with 2 million shares of GRCI's common stock
valued at approximately $16 million and the remainder of approximately $7
million in net cash, financed through the new credit agreement. The resulting
$20.8 million in goodwill is to be amortized over 30 years. The operating
results of MCR are included in the consolidated operating results since the date
of acquisition.
Results of Operations - Three Months Ended September 30, 1999 and 1998
- ----------------------------------------------------------------------
Revenues
- --------
Revenues for the first quarter of fiscal 2000 increased 25% to $45.8 million
from $36.8 million for the same quarter in fiscal 1999. Revenues from the
Company's largest contract, the GCSS program, reached $9.2 million in the most
recent quarter, an increase of $4.0 million over the same period in fiscal 1999.
The recently acquired business of MCR added $2.5 million of revenue in the
current quarter for the one month since its acquisition. The remaining revenue
growth was derived from a broad base of other U.S. government contracts and
subcontracts.
<TABLE>
<CAPTION>
The following table sets forth for the periods indicated the percentage that
certain items of income and expense bear to revenues.
Three Months Ended
------------------
9/30/99 09/30/98
------- --------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of revenues 80.7% 84.2%
Indirect and other costs 10.2% 10.0%
------ ------
Operating income 9.1% 5.8%
====== ======
</TABLE>
Cost of Revenues
- ----------------
Cost of revenues for the first quarter of fiscal 2000 increased 19% to $37.0
million, or 80.7% of revenues, from $31.0 million, or 84.2% of revenues, for the
same quarter in fiscal 1999. The cost of revenue increase of $6.0 million is
primarily a result of the increase in revenues. The decrease in cost of revenues
as a percent of revenues is partially due to two non-recurring
10
<PAGE>
items, which resulted in the recognition of approximately $920 thousand of
revenue with no associated costs. These items related to favorable settlement of
government cost audits completed in the quarter ($700 thousand) and settlement
of an old claim for a contract overrun ($220 thousand). The remainder of the
decrease of cost of revenues as a percentage of revenues is due to efficiencies
achieved in labor productivity, program management, and control of other
operating costs.
Indirect Expenses and Operating Income
- --------------------------------------
Indirect expenses consist of selling, general and administrative, research and
development, and other costs. Indirect expenses for the first quarter of fiscal
2000 increased $1.0 million to $4.7 million from $3.7 million for the first
quarter of fiscal 1999. Indirect expenses as a percentage of revenue were 10.2%
for first quarter 2000, compared to 10.0% for first quarter 1999.
Operating income for the first quarter of fiscal 2000 increased 97% to $4.2
million, or 9.1% of revenues, from $2.1 million, or 5.8% of revenues, for the
same quarter of fiscal 1999. The one-time revenue items of $920 thousand
discussed above added 2.0% to operating margins in the most recent quarter.
Without these items, operating margins would have been 7.1% of revenues, an
increase of 1.3% over last year, which was related to the reduction in cost of
revenues.
Net Interest Expense
- --------------------
Net interest expense for the first quarter of fiscal 2000 decreased 35% to $230
thousand, from $352 thousand, for the first quarter of fiscal 1999. This
decrease of $122 thousand reflects a reduction in debt levels stemming from
positive operating cash flows in the past year, partially offset by the effect
of borrowings in September to complete the MCR acquisition.
Net Income Tax Provision
- ------------------------
The net tax provision recognized in the first quarter of fiscal 2000 was 40.2%
of pretax income. In the first quarter of 1999, the Company recorded a tax
benefit of $1.3 million related to the recognition of the benefit of tax net
operating losses from prior years.
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operations amounted to $3.4 million during the first
quarter of fiscal 2000, compared to cash used in operations of $383 thousand for
the first quarter of fiscal 1999. The increased operating cash flow was the
result of higher earnings before income taxes. Also, no significant income taxes
were paid in either period because of the offset available from tax net
operating loss carryforwards. Cash flows used in investing activities during the
first quarter of fiscal 2000 were $7.5 million, compared to $372 thousand used
in the first quarter of fiscal 1999, due to $7.1 million of cash used in the
purchase of MCR, Inc. The net cash requirements in the first quarter of fiscal
2000 were met through additional borrowings under the Company's bank line of
credit.
On August 27, 1999, subsequent to the fiscal year end, the Company replaced its
revolving credit and term loan with a new, 2-year revolving line of credit with
a total borrowing capacity of $35 million. The line of credit can be used for
working capital, acquisitions and for any surge in
11
<PAGE>
working capital requirements from a slow down in customer payments which might
arise as a result of Year 2000 computer problems.
The Company believes that its cash flow from operations, particularly with the
availability of tax operating loss carryforwards to offset future tax
liabilities, and its line of credit are sufficient to meet its financing needs.
Forward Looking Statements
- --------------------------
This filing may contain "forward-looking" statements which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Factors which
could cause a material difference in results include, but are not limited to,
the following: significant changes in economic conditions or in national
priorities which result in changes in demands by the U.S. Government for the
Company's services; changes in government laws and regulations; changes in the
procurement practices of the U.S. Government which could negatively effect the
Company's ability to compete, or its profitability; the risk of termination of
any individual contract or the inability of the Company to capture the value in
its backlog because of failure of a customer to continue funding of a project;
the ability of the Company to fully staff to meet its contract requirements at
salary levels sufficient to maintain profitability; the uncertainties discussed
more fully in the section entitled "Year 2000 Issue"; and the ability of the
Company to generate sufficient taxable income in the future to fully capture the
benefit of its tax net operating loss carryforwards that are reflected in the
Company's deferred tax assets.
Year 2000 Issue
- ---------------
The Year 2000 (Y2K) problem is the result of computer programs being written
using two digits rather than four to define the applicable year. Thus, the year
1998 is represented by the number "98" in many legacy software applications.
Consequently, on January 1, 2000, the year will jump back to "00", and to
systems that are non-Y2K compliant, the time will seem to have reverted back 100
years. So, when computing basic lengths of time, the Company's computer
programs, certain building infrastructure components (including elevators, alarm
systems, telephone networks, sprinkler systems, security access systems and
certain HVAC systems) and any additional time-sensitive software that are
non-Y2K compliant may recognize a date using "00" as the year 1900. This could
result in system failures or miscalculations which could cause personal injury,
property damage, disruption of operations, and/or delays in payments from the
Company's customers, any or all of which could materially adversely effect the
Company's business, financial condition, cash flows or results of operations.
During the fourth quarter of fiscal 1998, the Company implemented an internal
Y2K compliance task force. The goal of the task force is to minimize the
disruptions to the Company's business, which could result from the Y2K problem,
and to minimize other liabilities, which the Company might incur in connection
with the Y2K problem. The task force consists of existing employees of the
Company, and no new employees have been hired specifically to address the
Company's internal Y2K issues.
Since 1998, the Company has been in the process of conducting a company-wide
assessment of its computer systems and operations infrastructure, including
systems being developed to improve business functionality, to identify computer
hardware, software, and process control
12
<PAGE>
systems that are not Y2K compliant. The Company presently believes that all of
its business-critical computer systems, which were not Y2K-compliant, have been
replaced, upgraded or modified.
The Company's financial accounting software system was built in the 1980's on a
commercial database platform by Company employees. The Company has modified this
system to be Y2K compliant. The system has also been tested for Y2K compliance
by the vendor of the platform on which the system resides, and the vendor has
concluded that the Y2K compliance risks associated with the system are
insignificant.
The Company's management systems, such as human resources/payroll, purchasing,
and classified document control, are separate off-the-shelf commercial systems,
which are certified as Y2K compliant by the vendors of the systems. The Company
has also completed certain internal testing of the Y2K compliance of these
systems and has found them to be Y2K compliant.
The Company has also initiated communications with third parties whose computer
systems' functionality could impact GRCI. These communications have facilitated
the coordination of Y2K solutions and have permitted GRCI to determine the
extent to which the Company may be vulnerable to failures of third parties to
address their own Y2K issues. However, as to the systems of the third parties
that are linked to GRCI, in particular those of the U.S. Government, there can
be no guarantee that such systems that are not now Y2K compliant will be timely
converted to Y2K compliance.
The Company is also assessing any potential Y2K-related exposure it may have
with respect to software or hardware it has delivered to its customers. The
assessment is almost complete with no indication of material liability or
exposure.
The costs of the Company's Y2K compliance efforts are being funded with cash
flows from operations. As normal business costs, these costs are generally
reimbursable by the government under the Company's government contracts, under
present regulations. In total, these costs are not expected to be substantially
different from the normal, recurring costs that are incurred for systems
development, implementation and maintenance. As a result, these costs are not
expected to have a material adverse effect on GRCI's overall results of
operations or cash flows.
Additionally, there can be no guarantee that third parties of business
importance to GRCI, in particular the U.S. Government, will successfully and
timely reprogram or replace, and test, all of their own computer hardware,
software and process control systems. Because the majority of the Company's
business is contracted with the U.S. Government, the failure of the U.S.
Government to achieve Y2K compliance by the year 2000 could have a significant
adverse effect on GRCI's business, financial position, results of operations and
cash flows.
The Company has completed its Y2K contingency plan. The Company will continue to
modify this plan periodically prior to January 1, 2000 as additional information
is received. The Company believes there are two significant areas of potential
risk to its financial position as a result of the Y2K issue. The first
significant area of risk is the result of the Company's dependence on the
ability of the U.S. Government to meet its obligation to pay all invoices in a
timely manner. The Company has in place a revolving credit line which currently
has approximately $15 million of additional borrowing capacity that is available
to cover the effect on working capital requirements of delays that may occur in
the processing of payments by U.S.
13
<PAGE>
Government paying offices. The Company believes the borrowing capacity to be
sufficient, but the interest cost related to such payment delays would adversely
effect the Company's earnings. The second significant area of risk is the
delivery of public utilities to its facilities. The Company has developed plans
to accommodate minor interruptions in these services, but will be unable to
avoid negative financial impact should such interruptions be extensive.
The foregoing assessment of the impact of the Y2K problem on GRCI is based on
management's best estimates at the present time, and could change substantially.
The assessment is based upon numerous assumptions as to future events. There can
be no guarantee that these estimates will prove accurate, and actual results
could differ from those estimated if these assumptions prove inaccurate.
14
<PAGE>
PART II - OTHER INFORMATION
Items 1, 2, 3, 4 and 5 are inapplicable.
- ---------------------------------------
Item 6(a) Exhibits.
- ------------------
Exhibit No. Description
---------- -----------
3.2 Amended and Restated Bylaws
11 Statement of Computation of Earnings Per Share
27 Financial Data Schedule
Item 6(b) Reports on Form 8-K.
- -----------------------------
During the quarter ended September 30, 1999, the Company filed a Form 8-K on
September 17, 1999, relating to the acquisition of Management Consulting and
Research, Inc. ("MCR").
Subsequent to the end of the quarter, the Company filed a Form 8-K on October
26, 1999, relating to the election of Dr. Gerald R. McNichols to its board of
directors.
Also, on November 12, 1999, the Company amended its previous Form 8-K relating
to the MCR acquisition, to add certain financial information.
15
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRC INTERNATIONAL, INC.
By: /s/ James P. Allen
--------------------------------------
James P. Allen
Senior Vice President, Chief Financial
Officer and Treasurer
November 15, 1999
BYLAWS OF GRC INTERNATIONAL, INC.
---------------------------------
ARTICLE I. OFFICES
------------------
Section 1. Registered Office
-----------------
The registered office of GRC International, Inc. in the State of Delaware shall
be located at 32 Loockerman Square, Suite L-100, City of Dover, County of Kent.
The name of its registered agent in charge thereof shall be the United States
Corporation Company.
Section 2. Other Offices
-------------
The Corporation shall maintain its principal and corporate offices in the State
of Virginia, and may also have an office at such other place or places, either
within or without the State of Delaware, as may be designated by the Board of
Directors.
ARTICLE II. SHAREHOLDERS' MEETINGS
----------------------------------
Section 1. Place of Meeting
----------------
All meetings of the shareholders shall be held at the principal office of the
Corporation in the State of Virginia, or such other place as may be designated
from time to time by the Board of Directors.
Section 2. Annual Meeting
--------------
The annual meeting of shareholders shall be held on the first Thursday of
November each year, if not a legal holiday, and if a legal holiday, then on the
next succeeding business day, at the hour of 1:30 p.m, or on such date and at
such hour as may be determined by the Board of Directors or a committee
consisting of one or more members of the Board appointed by the Board for this
purpose. In the event the annual meeting of shareholders is not held on the date
above specified, the Board of Directors shall cause a meeting in lieu thereof to
be held as soon thereafter as is convenient, and any business transacted or
election held at such meeting shall be as valid as if the meeting had been held
on the date above specified.
Section 3. Special Meetings
----------------
Special meetings of the shareholders may be called by the Board of Directors, a
majority of the directors then in office, although less than a quorum, or the
sole remaining director. The call shall designate the place and the time of the
meeting.
Section 4. Notice of Meetings
------------------
Notice of meetings, annual or special, shall be given in writing to shareholders
entitled to vote by the Secretary or Assistant Secretary, or if there be no such
officers, or in the case of neglect or refusal, by any director or shareholder.
<PAGE>
Such notices shall be sent to the shareholder's address appearing on the books
of the Corporation for the purpose of notice, not less than ten days before said
meeting.
Notice of any meeting of shareholders shall specify the place, the day, and the
hour of meeting, and in case of a special meeting, the general nature of the
business to be transacted.
When a meeting is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Save as aforesaid, it
shall not be necessary to give any notice of the adjournment or of the business
to be transacted at an adjourned meeting other than by announcement at the
meeting at which such adjournment is taken.
Section 5. Consent to Shareholders Meetings
--------------------------------
The transaction of any meeting of shareholders, however called and noticed,
shall be valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to vote, not
present in person or proxy, signs a written waiver of notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
Section 6. Quorum
------
The holders of a majority of the shares entitled to vote thereat, present in
person or represented by proxy, shall be requisite and shall constitute a quorum
at all meetings of the shareholders for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws. If, however, such majority shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting shares shall be present. At such
adjourned meeting at which the requisite amount of voting shares shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 7. Voting Rights; Cumulative Voting
--------------------------------
Only persons in whose names shares entitled to vote stand on the stock records
of the Corporation on the day of any meeting of shareholders, and unless some
other day be fixed by the Board of Directors for the determination of
shareholders of record, then on such other day, shall be entitled to vote at
such meeting.
Every shareholder entitled to vote shall be entitled to one vote for each of
said shares. It is further provided, however, that at all elections of directors
of this Corporation, each holder of common stock shall be entitled to as many
votes as shall equal the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the election of directors
with respect to his shares of common stock multiplied by the number of directors
to be elected, and he may cast all of his votes for a single nominee for
director or may distribute them among the number to be voted for, or for any two
or more of them as he may see fit.
2
<PAGE>
Section 8. Proxies
-------
Every shareholder entitled to vote may do so, either in person or by written
proxy, executed in accordance with the laws of the State of Delaware, and filed
with the Secretary or Assistant Secretary of the Corporation.
Section 9. Shareholder Proposals
---------------------
Prior to an annual shareholder meeting at which a shareholder or shareholders
propose a matter to be voted upon by the shareholders, other than a matter
relating to the nomination for election of directors pursuant to Article III,
Section 4 of these Bylaws, the shareholder or shareholders that wish to make
such proposal are required to provide notice to the Corporation of the intention
to make such proposal no later than 120 days prior to the anniversary date of
the initial mailing of proxy materials by the Corporation in connection with the
immediately preceding annual meeting.
ARTICLE III. DIRECTORS; MANAGEMENT
----------------------------------
Section 1. Powers
------
Subject to the limitations of the Certificate of Incorporation, of the Bylaws
and the laws of the State of Delaware, as to action to be authorized or approved
by the shareholders, all corporate powers shall be exercised by or under
authority of, and the business and affairs of this Corporation shall be
controlled by the Board of Directors.
Section 2. Number
------
The number of directors constituting the entire Board shall not be less than 7
or more than 14 as fixed from time-to-time by vote of a majority of the entire
Board; provided, however, that the number of directors shall not be reduced so
as to shorten the term of any director at the time in office; and provided
further, that the number of directors constituting the entire Board shall be 11
unless otherwise fixed by a majority of the entire Board.
Section 3. Classes of Directors
--------------------
The directors shall be divided into three classes. If the total number of
directors is not exactly divisible by three, one class, and if necessary, two
classes, shall each contain one more director than the remaining class or
classes.
Section 4. Nominations of Directors
------------------------
Nominations for the election of directors may be made by the Board of Directors
or by any shareholder entitled to vote for the election of directors. Such
nominations shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the Secretary of the Corporation
not less than ten (10) days and not more than one hundred twenty (120) days
prior to any meeting of the stockholders called for the election of directors,
including any annual meeting at which directors are to be elected; provided,
however, that if less than fourteen (14) days written notice of the meeting is
given to stockholders, such written notice
3
<PAGE>
shall be delivered or mailed, as prescribed, to the Secretary of the Corporation
not later than the close of the fourth day following the day on which notice of
the meeting was mailed to stockholders. Notice of nominations which are proposed
by the Board of Directors shall be given by the Chairman on behalf of the Board.
Each such notice shall set forth (i) the name, age, business address, and, if
known, residence address of each nominee proposed in such notice; (ii) the
principal occupation or employment of each such nominee; (iii) the number of
shares of stock of the Corporation which are beneficially owned by each such
nominee; and (iv) the number of shares owned by any corporation or entity of
which such nominee is an officer, director, partner, employee or agent, directly
or indirectly.
The Chairman of the meeting may, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
Section 5. Election of Directors
---------------------
The directors of one class shall be elected by a ballot at the annual meeting of
the shareholders, to serve for three years, and until their successors are
elected and have qualified. Their term of office shall begin immediately after
election.
Elections for directors in the first class shall be held at the first annual
meeting of the shareholders. Directors of the second class shall be elected at
the second annual meeting of shareholders, and directors of the third class
shall be elected at the third annual meeting of shareholders.
Section 6. Vacancies
---------
Any vacancy or vacancies in the Board of Directors for any reason, and any newly
created directorships, may be filled by the Board of Directors.
Vacancies in the Board of Directors may be filled by a majority of the remaining
directors though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office for the remainder of the term and until
the next election of the class for which such director shall have been chosen
and until their successors shall be elected and qualified.
If any director tenders his resignation to the Board of Directors, to take
effect at a future time, the Board shall have the power to elect a successor to
take office at such time as the resignation shall become effective.
No reduction of the number of directors shall have the effect of removing any
director prior to the expiration of his term of office.
Section 7. Meetings
--------
Meetings of the Board of Directors shall be held at the principal office of the
Corporation in Vienna, Virginia, or as designated from time to time by the Board
of Directors. Any meeting
4
<PAGE>
shall be valid wherever held, if held by the written consent of all the members
of the Board of Directors, given either before or after the meeting and filed
with the Secretary or Assistant Secretary of the Corporation.
Section 8. Organization Meetings
---------------------
The organization meetings of the Board of Directors shall be held immediately
following the adjournment of the annual meeting of the shareholders.
Section 9. Other Regular Meetings
----------------------
Regular meetings of the Board of Directors shall be held on the fourth Thursday
of every other month (except that the November meeting shall be held on the
first Thursday of November) at 10:00 a.m. or else at a date and time fixed by
the Board at its last regular meeting. If said day shall fall upon a holiday,
then such meeting shall be held upon the next succeeding business day
thereafter. No notice need be given of such regular meetings.
Section 10. Special Meetings - Notices
--------------------------
Special meetings of the Board of Directors for any purpose or purposes shall be
called at any time by the President, or if he is absent, or unable or refuses to
act, by any Vice President or by any two directors.
Written notice of the time and place of special meetings shall be (i)
hand-delivered to each director, or (ii) sent to each director by mail, telegram
or express courier (such as Federal Express), charges prepaid, addressed to such
director at his or her address as it is shown upon the records of the
Corporation, or if it is not so shown on such records or is not readily
ascertainable, at the place in which the meetings of directors are regularly
held. In case such notice is delivered by mail, telegram or express courier, it
shall be deposited in the United States mail or delivered to the telegram
company or express courier in the place in which the principal office of the
Corporation is located at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is hand-delivered as above provided,
it shall be so delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Delivery as above provided shall be due, legal and
personal notice to such director.
Section 11. Waiver of Notice
----------------
When all the directors are present at any directors' meeting however called or
noticed, and sign a written consent thereto on the records of such meeting, or
if a majority of the directors are present and if those not present sign in
writing a waiver of notice of such meeting, whether prior to or after the
holding of such meeting, which said waiver shall be filed with the Secretary or
Assistant Secretary of the Corporation, the transactions thereof are as valid as
if had at a meeting regularly called and noticed.
Section 12. Action of Directors Without a Meeting
-------------------------------------
Any action required or permitted to be taken by the Board of Directors under any
provision of the Delaware law, the Certificate of Incorporation, or these
Bylaws, may be taken without a meeting, if all members of the Board shall
individually or collectively consent in writing to such
5
<PAGE>
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.
Section 13. Quorum
------
A majority of the number of directors as fixed by the Certificate or Bylaws
shall be necessary to constitute a quorum for the transaction of business, and
the action of a majority of the directors present at any meeting at which there
is a quorum, when duly assembled, is valid as a corporate act; provided that a
minority of the directors, in the absence of a quorum, may adjourn from time to
time, but may not transact any business.
Section 14. Indemnification and Insurance
-----------------------------
a) Right to Indemnification. Each person who is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, (hereinafter a "proceeding"),
by reason of the fact that he, or a person of whom he is the legal
representative, (i) is or was a director or officer of the Corporation; (ii)
while serving as a director or officer of the Corporation, also is or was
serving at the request of the Corporation in a director, officer, trustee or
similar capacity for any other enterprise; or (iii) while serving as a director,
officer or employee of the Corporation, also is or was serving at the request of
the Corporation in a fiduciary, administrative, advisory or similar capacity
with respect to one or more employee benefit plans maintained by the
Corporation; shall be indemnified and held harmless by the Corporation to the
fullest extent required, permitted or not prohibited by Delaware law, including
(but not limited to) the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all awards and expenses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement), reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue even if such person has
ceased to be a director or officer and shall inure to the benefit of his heirs,
executors and administrators; provided, however, except as provided in
subsection 14(b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section 14 shall be a contract right and shall include the right to be paid
by the Corporation any expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his capacity as a director or officer in advance of the
final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified under this Section 14 or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification
and advancement of expenses to employees and agents of the Corporation with the
same scope and effect as are provided to directors and officers herein.
b) Processing of Claims. A claim made by a person under this Section 14 shall be
paid in full within thirty (30) days after such claim has been received in
writing by the Corporation, unless
6
<PAGE>
independent legal counsel has determined in a letter to the Corporation, with a
copy to such person, that indemnification of such person would be prohibited, in
whole or in part, under applicable law, or that a claim for expenses shall not
be paid, in whole or in part, on the grounds that it is unreasonably high (with
the amount by which such expenses are unreasonably high stated therein). Any
such determination letter given by independent legal counsel within thirty (30)
days of the filing of a claim shall be conclusive and binding on the Corporation
and on such person. If, within thirty (30) days after the filing of such claim,
the Corporation has not paid such person the full amount of the claim or such
lesser amount as determined by independent legal counsel, such person shall have
the right to commence legal action for payment in any court having jurisdiction
thereof, and in which venue is proper.
c) Insurance.
---------
(1) Subject to the provisions of subsection (c)(2) hereof, the
Corporation hereby agrees to purchase and maintain in effect for the benefit of
the directors and officers one or more valid, binding and enforceable policies
of liability insurance providing, in all respects, coverage substantially
comparable to or superior to that presently in force.
(2) The Corporation shall not be required either to obtain or maintain
such policy or policies of insurance in effect if said insurance is not
reasonably available or if, in the reasonable business judgment of the then
directors of the Corporation, either (i) the premium cost for such insurance is
substantially disproportionate to the amount of coverage; or (ii) the coverage
provided by such insurance is so limited by exclusions that there is
insufficient benefit from such insurance.
d) Indemnification Agreements. The Board of Directors of the Corporation is
expressly authorized to enter into indemnification agreements, with such persons
as the Board deems appropriate, to effectuate the rights set forth in this
Section 14.
ARTICLE IV. OFFICERS
--------------------
Section 1. Officers
--------
The officers shall be: Chairman of the Board; President; one or more Vice
Presidents, one of whom may be designated Executive Vice President, one of whom
may be designated Chief Operating Officer, and one or more of whom may be
designated Senior Vice President; Secretary; one or more Assistant Secretaries;
General Counsel; Treasurer; and may include an Assistant Treasurer. Such
officers shall be elected by, and hold office at the pleasure of, the Board of
Directors.
Section 2. Election
--------
After their election, the directors shall meet and organize by electing a
Chairman of the Board from their own number; a President from their own number;
one or more Vice Presidents, one of whom may be designated Executive Vice
President, one of whom may be designated Chief Operating Officer, and one or
more of whom may be designated Senior Vice President; a Secretary; one or more
Assistant Secretaries; a General Counsel; a Treasurer; and, at their discretion,
an Assistant General Counsel and/or an Assistant Treasurer. The Chairman of the
Board and the President shall be members of the Board of Directors. Any two or
more of such
7
<PAGE>
offices, except those of the President and Secretary or Assistant Secretary, may
be held by the same person.
Section 3. Compensation and Tenure of Office
---------------------------------
The compensation and tenure of office of all the officers of the Corporation
shall be fixed by the Board of Directors.
Section 4. Removal and Resignation
-----------------------
Any officer may be removed, either with or without cause, by a majority of the
directors at the time in office, at any regular or special meeting of the Board,
or, except in case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the Board of
Directors.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the President, or to the Secretary or Assistant Secretary of the
Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5. Vacancies
---------
A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the Bylaws for
regular appointments to such office.
Section 6. Chairman of the Board
---------------------
The Chairman of the Board shall be a member of the Board of Directors. He shall
preside at all meetings of the shareholders and the Board of Directors and, in
the absence or disability of the President, he shall perform all functions of
the office of the President of the Corporation. He may be a regular member of
one or more of the standing committees (except the Audit Committee) and, in any
event, he shall be an ex-officio member of all the standing committees upon
which he does not serve as a regular standing member. He shall have such powers
and duties as may be prescribed by the Board of Directors or the Bylaws.
Section 7. President
---------
The President shall be the Chief Executive Officer of the Corporation and, if no
other Chief Operating Officer is named, the Chief Operating Officer of the
Corporation, and, subject to the control of the Board of Directors or the
Chairman of the Board, the President shall have general supervision, direction
and control of the day-to-day operations of the Corporation. In the absence of
the Chairman of the Board, he shall preside at all meetings of the shareholders
and Board of Directors. He may be a regular member of one or more of the
standing committees (except the Audit Committee) and, in any event, he shall be
ex-officio a member of the Executive Committee. He shall have the general powers
and duties of management usually vested in the office of President of the
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors and the Bylaws.
8
<PAGE>
Section 8. Chief Operating Officer
-----------------------
The Chief Operating Officer shall possess the power and may perform the duties
of the President in his absence or disability and shall perform such other
duties as may be prescribed from time to time by the Board of Directors.
Section 9. Vice Presidents
---------------
The Vice Presidents shall have such powers and perform such duties as may be
assigned to them by the Board of Directors or the President. In the absence or
disability of the President and the Chief Operating Officer, the Vice President
designated by the Board or the President shall perform the duties and exercise
the powers of the President.
Section 10. Secretary
---------
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or at the
office of the Corporation's transfer agent, a share register, or a duplicate
share register, showing the names of the shareholders and their addresses; the
number and classes of shares held by each; the number and date of certificates
issued for the same, and the number and date of cancellation of every
certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors required by the Bylaws or Bylaw to be
given; he shall keep the seal of the Corporation and affix said seal to all
documents requiring a seal, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 11. Assistant Secretary
-------------------
The Assistant Secretary shall have the same rights, duties, powers and
privileges as the Secretary and may act in his place and stead whenever the same
shall be necessary or desirable.
Section 12. Treasurer
---------
Unless the Board of Directors determines otherwise, the Treasurer shall be the
Chief Financial Officer of the Corporation. The Treasurer shall have general
custody of all the funds and securities of the Company and have general
supervision of the collection and disbursement of funds of the Company. He shall
endorse on behalf of the Company for collection of checks, notes, and other
obligations, and shall deposit the same to the credit of the Company in such
bank or banks or depositories as the Board of Directors may designate. He may
sign, with the President, or such other person or persons as may be designated
for the purpose of the Board
9
<PAGE>
of Directors, all bills of exchange or promissory notes of the Company. He shall
enter or cause to be entered regularly in the books of the Company full and
accurate account of all moneys received and paid by him on account of the
Company; shall at all reasonable times exhibit his books and accounts to any
Director of the Company upon application at the office of the Company during
business hours; and, whenever required by the Board of Directors or the
President, shall render a statement of his accounts. He shall perform such other
duties as may be prescribed from time to time by the Board of Directors or by
the Bylaws.
Section 13. Assistant Treasurer
-------------------
The Assistant Treasurer shall have all the same rights, duties, powers and
privileges as the Treasurer and may act in his place and stead whenever the same
shall be necessary or desirable.
Section 14. General Counsel
---------------
The General Counsel shall advise and represent the Company generally in all
legal matters and proceedings and shall act as counsel to the Board of Directors
and its Committees. The General Counsel may sign and execute pleadings, powers
of attorney pertaining to legal matters, and any other contracts and documents
in the regular course of his duties.
Section 15. Assistant General Counsel
-------------------------
The Assistant General Counsel shall have all the same rights, duties, powers and
privileges as the General Counsel and may act in his place and stead whenever
the same shall be necessary or desirable.
ARTICLE V. CORPORATE RECORDS AND REPORTS - INSPECTION
-----------------------------------------------------
Section 1. Records
-------
The Corporation shall maintain adequate and correct accounts, books and records
of its business and properties. All such books, records and accounts shall be
kept at its principal office designated by the Bylaws, as from time to time
amended by the Board of Directors.
Section 2. Inspection
----------
All books and records provided for by the laws of the jurisdictions in which
this Corporation maintains offices shall be open to inspection of the directors
and shareholders from time to time and in the manner provided by the laws of
said states, as made applicable to foreign corporations keeping records in said
states.
ARTICLE VI. CERTIFICATES AND TRANSFER OF SHARES
-----------------------------------------------
Section 1. Certificates for Shares
-----------------------
Certificates for shares shall be of such form and device as the Board of
Directors may designate and shall state: the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; the par value, if any, or a
10
<PAGE>
statement that such shares are without par value; a statement of liens or
restrictions upon transfer or voting, if any; if the shares be assessable, or if
assessments are collectible by personal action, a plain statement of such facts.
Certificates for preferred shares shall contain, or have appended thereto, a
statement of applicable rights, privileges, preferences and restrictions.
Every certificate for shares must be signed by the Chief Executive Officer, or
by the President or a Vice President, and by the Secretary or Assistant
Secretary, which signatures shall be affixed manually or by facsimile signatures
of such of the foregoing officers as are required to execute such certificates
in accordance with this paragraph. Before it becomes effective, each certificate
for shares authenticated by the facsimile signature shall be (i) countersigned
by a transfer agent or transfer clerk and registered by an incorporated bank or
trust company, either domestic or foreign, as a registrar of transfers, or (ii)
countersigned by a facsimile of the signature of a transfer agent or transfer
clerk and registered by written signature by an incorporated bank or trust
company, either domestic or foreign, as registrar of transfers.
Section 2. Transfer on the Books
---------------------
Upon surrender of the Secretary or Assistant Secretary or transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 3. Lost or Destroyed Certificates
------------------------------
No certificate for shares of stock of this Corporation shall be issued in place
of any certificate alleged to have been lost, destroyed or mutilated, except
upon such terms and conditions, including indemnification of the Corporation, as
the Board of Directors shall determine.
Section 4. Transfer Agents and Registrars
------------------------------
The Board of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, which shall be an incorporated bank or trust
company, either domestic or foreign, who shall be appointed at such times and
places as the requirements of the Corporation may necessitate and the Board of
Directors may designate.
Section 5. Closing Stock Transfer Books
----------------------------
The Board of Directors may close the transfer books at their discretion for a
period not exceeding thirty (30) days preceding any meeting, annual or special,
of the shareholders. Upon declaration of a dividend, the transfer books shall
not be closed but a record date will be set by the Board of Directors upon which
the transfer agent will take a record of all shareholders entitled to the
dividend without actually closing the books for transfer of stock.
ARTICLE VII. CORPORATE SEAL
---------------------------
The corporate seal shall be circular in form, and shall have inscribed thereon
the name of the Corporation, its year of incorporation and the word DELAWARE.
11
<PAGE>
ARTICLE VIII. AMENDMENTS
Section 1. By Shareholders
---------------
The Bylaws may be repealed or amended or new Bylaws may be adopted at the annual
meeting or at a duly called special meeting of the shareholders, by a vote of
shareholders entitled to exercise 80% or more of the voting powers of the
Corporation.
Section 2. By Directors
------------
The power to repeal and amend the Bylaws and adopt new Bylaws is hereby granted
to the Board of Directors, subject to the power of the shareholders to adopt,
amend or repeal such Bylaws or to revoke this delegation of authority in the
manner provided in Section 1 of this Article VIII.
Section 3. Records of Amendments
---------------------
Whenever an Amendment or new Bylaws is adopted, it shall be copied in the book
of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is
repealed, the fact of repeal with the date of meeting at which the repeal was
enacted or written consent was filed shall be stated in said book.
October 7, 1999
12
<PAGE>
<TABLE>
<CAPTION>
GRC International, Inc.
Statement of Computation of Earnings Per Share
(in thousands except for per share amounts)
QTR ENDING YTD ENDING
09/30/99 09/30/98 09/30/99 09/30/98
---------------------------- -----------------------------
<S> <C> <C> <C> <C>
BASIC
Weighted Average Number of Shares of Common
Stock Outstanding 10,959 10,214 10,959 10,214
Income from Continuing Operations 2,358 3,030 2,358 3,030
Income from Discontinued Operations - 54 - 54
---------------------------- -----------------------------
Net Income 2,358 3,084 2,358 3,084
============================ =============================
Per Share Amount:
Income from Continuing Operations 0.22 0.29 0.22 0.29
Income from Discontinued Operations - 0.01 - 0.01
---------------------------- -----------------------------
Net Income 0.22 0.30 0.22 0.30
============================ =============================
DILUTED
Weighted Average Number of Shares of Common
Stock Outstanding 10,959 10,214 10,959 10,214
Net Effect of Dilutive Stock Options
Based on the Treasury Stock Method
Using Average Market Price 460 172 460 172
Net Effect of Convertible Debenture
Based on the
if Converted Method (ONLY IF DILUTIVE) - - - -
---------------------------- -----------------------------
Weighted Average Shares Outstanding 11,418 10,386 11,419 10,386
============================ =============================
Income from Continuing Operations 2,358 3,030 2,358 3,030
Interest and Amortization on
Convertible Debenture (ONLY IF DILUTIVE) - - - -
Adjusted Income from Continuing Operations 2,358 3,030 2,358 3,030
Income from Discontinuing Operations - 54 - 54
---------------------------- -----------------------------
Adjusted Net Income 2,358 3,084 2,358 3,084
============================ =============================
Per Share Amount:
Adjusted Income from Continuing Operations 0.21 0.29 0.21 0.29
Income from Discontinuing Operations - 0.01 - 0.01
---------------------------- -----------------------------
Adjusted Net Income 0.21 0.30 0.21 0.30
============================ =============================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
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0
0
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