<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 JUNE 30, 1996
/ / 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: 0-25094
BTG, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-1194161
- ------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1945 OLD GALLOWS ROAD, VIENNA, VIRGINIA 22182
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 556-6518
---------------------------
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:
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT AUGUST 1 , 1996
- ---------------------------- -----------------------------------------
<S> <C>
COMMON STOCK 6,160,521
</TABLE>
<PAGE> 2
BTG, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE
NUMBER
---------------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets, June 30, 1996 and
March 31, 1996 3
Consolidated Statements of Operations for the three
months ended June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for the three
months ended June 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
EXHIBIT INDEX 13
</TABLE>
- 2 -
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BTG, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1996 1996
------------ ------------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Restricted cash and equivalents . . . . . . . . . . . . . . . . . . . . . $ 60 $ 47
Investments, at fair value . . . . . . . . . . . . . . . . . . . . . . . 306 250
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,146 69,146
Inventory, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,755 9,421
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,527 5,163
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588 466
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . $ 104,382 $ 84,493
---------- ----------
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 3,437 3,579
Other assets:
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,922 17,140
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . 2,857 3,119
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,424 1,129
---------- ----------
$ 129,022 $ 109,460
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . $ 220 $ 230
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,716 24,120
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,814 7,516
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,857 1,534
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896 3,144
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . $ 47,503 $ 36,544
---------- ----------
Line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,978 30,453
Long-term debt, excluding current maturities . . . . . . . . . . . . . . . 14,373 14,341
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495 377
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100,349 $ 81,715
---------- ----------
Stockholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized; no shares
issued or outstanding . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ --
Common stock, no par value, 10,000,000 shares authorized, 6,150,022
and 6,128,102 shares outstanding at June 30, 1996 and March 31, 1996,
respectively, net of 50,057 reacquired shares . . . . . . . . . . . . . 18,053 17,915
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,179 10,422
Treasury stock, at cost, 50,057 shares . . . . . . . . . . . . . . . . . (527) (527)
Unrealized losses on investments, net of related tax effects . . . . . . (32) (65)
---------- ----------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . $ 28,673 $ 27,745
---------- ----------
$ 129,022 $ 109,460
========== ==========
</TABLE>
See notes to consolidated financial statements.
- 3 -
<PAGE> 4
BTG, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
---------------------------
1996 1995
---------- -----------
<S> <C> <C>
Revenues:
Contract revenue . . . . . . . . . . . . . . . . . . . $ 20,529 $ 14,473
Product sales . . . . . . . . . . . . . . . . . . . . . 54,913 25,116
---------- ---------
75,442 39,589
Direct costs:
Contract costs . . . . . . . . . . . . . . . . . . . . 10,948 7,570
Cost of product sales . . . . . . . . . . . . . . . . . 47,779 21,063
---------- ---------
58,727 28,633
Indirect, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . . . 14,071 9,027
Amortization and other operating costs . . . . . . . . . 448 211
---------- ---------
73,246 37,871
---------- ---------
Operating income . . . . . . . . . . . . . . . . . . . . 2,196 1,718
Interest expense . . . . . . . . . . . . . . . . . . . . (1,266) (553)
Equity in earnings of affiliate . . . . . . . . . . . . . 397 --
---------- ---------
Income before income taxes . . . . . . . . . . . . . . . 1,327 1,165
Provision for income taxes . . . . . . . . . . . . . . . 570 494
---------- ---------
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 757 $ 671
========== =========
Earnings per common and common
equivalent share . . . . . . . . . . . . . . . . . . . $ 0.12 $ 0.11
========== =========
Weighted average shares of common stock
and common stock equivalents . . . . . . . . . . . . . 6,336 6,191
========== =========
</TABLE>
See notes to consolidated financial statements.
- 4 -
<PAGE> 5
BTG, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 757 $ 671
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . 852 351
Reserves for accounts receivable and inventory . . . . . . . . . . . . . . . 190 (146)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 39
Loss on sale of property and equipment . . . . . . . . . . . . . . . . . . . 11 8
Changes in assets and liabilities:
(Increase) decrease in restricted cash . . . . . . . . . . . . . . . . . . . (13) --
(Increase) decrease in receivables . . . . . . . . . . . . . . . . . . . . . (11,000) (3,755)
(Increase) decrease in inventory . . . . . . . . . . . . . . . . . . . . . . (3,524) (2,805)
(Increase) decrease in prepaids and other . . . . . . . . . . . . . . . . . . (5,486) (947)
(Increase) decrease in other assets . . . . . . . . . . . . . . . . . . . . 205 (722)
Increase (decrease) in accounts payable . . . . . . . . . . . . . . . . . . . 9,596 1,789
Increase (decrease) in accrued expenses . . . . . . . . . . . . . . . . . . . 3,298 44
Increase (decrease) in other liabilities . . . . . . . . . . . . . . . . . . (1,828) 387
----------- ----------
Net cash used in operating activities . . . . . . . . . . . . . . . . . . . $ (6,942) $ (5,086)
----------- ----------
Cash flows from investing activities:
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . (166) (212)
Purchase of note receivable from related party . . . . . . . . . . . . . . . (300) --
Purchase of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . (200) --
----------- ----------
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . $ (666) $ (212)
----------- ----------
Cash flows from financing activities:
Net advances under line of credit . . . . . . . . . . . . . . . . . . . . . . 7,525 6,025
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . (55) (574)
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . 138 15
----------- ----------
Net cash provided by financing activities . . . . . . . . . . . . . . . . . $ 7,608 $ 5,466
----------- ----------
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . -- 9
----------- ----------
Increase in unrestricted cash and equivalents . . . . . . . . . . . . . . . . . -- 177
Unrestricted cash and equivalents, beginning of period . . . . . . . . . . . . -- 1,236
----------- ----------
Unrestricted cash and equivalents, end of period . . . . . . . . . . . . . . . $ -- $ 1,413
=========== ==========
</TABLE>
See notes to consolidated financial statements.
- 5 -
<PAGE> 6
BTG, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated interim financial statements included herein have been
prepared by BTG, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") and include, in
the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of interim period results.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have
been omitted pursuant to such rules and regulations. The Company believes,
however, that its disclosures are adequate to make the information presented
not misleading. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report to Stockholders for the fiscal year
ended March 31, 1996. The results of operations for the three-month period
ended June 30, 1996, are not necessarily indicative of the results to be
expected for the full fiscal year ending March 31, 1997.
- 6 -
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
BTG, Inc. and subsidiaries (the "Company") is an information technology
company providing complete solutions to the specific systems and product needs
of the United States Government and its agencies and departments (the
"Government") and other commercial and state and local government clients in
enterprise networking, Internet/intranet applications, data correlation, and
information management. The Company's operations are conducted by its three
strategic business units: Systems Engineering, Technology Systems, and
Integration and Network Systems. The Company's common stock is quoted on the
NASDAQ National Market under the symbol "BTGI".
The Company's revenues are comprised of both contract revenue and product
sales. Contract revenue is typically less seasonal than product sales but
fluctuates month-to-month based on contract delivery schedules. Contract
revenue is characterized by lower direct costs than product sales, yet
generally requires a higher relative level of infrastructure support.
Year-to-year increases in contract revenue have generally resulted from
increases in volume, driven by additional work requirements under Government
contracts, rather than price increases, which are generally limited to
escalation factors of 3-4% on direct labor costs. Product sales tend to be
seasonal, with the Company's second and third fiscal quarters typically
accounting for the greatest proportion of revenues each year. Product sales
are characterized by higher direct costs than contract revenue; however,
indirect expenses associated with product sales are generally lower in
comparison. Year-to-year increases in product sales have generally been driven
by higher volumes as opposed to price increases, because hardware and software
product prices tend to decline over time as the technology ages and some
segments of the Company's products business are subject to intense price
competition.
In October 1995, the Company acquired Concept Automation, Inc. of America
("CAI"), which was primarily involved in the integration, sale and maintenance
of electronic data processing equipment and related support services,
principally to civilian agencies of the Government. Effective April 1, 1996,
the Company integrated CAI's operations with those of both its Technology
Systems and Integration and Network Systems business units.
- 7 -
<PAGE> 8
The following table presents for the periods indicated: (i) the
percentage of revenues represented by certain income and expense items and (ii)
the percentage period-to-period increase in such items.
<TABLE>
<CAPTION>
% PERIOD-TO-PERIOD
PERCENTAGE OF REVENUE INCREASE OF DOLLARS
--------------------- -------------------
THREE MONTHS ENDED
JUNE 30, 1996
THREE MONTHS ENDED COMPARED TO
JUNE 30, THREE MONTHS ENDED
1996 1995 JUNE 30, 1995
---- ---- --------------
<S> <C> <C> <C>
Revenues:
Contract revenue . . . . . . . . . . . . . . . . . . . . . 27.2% 36.6% 41.8%
Product sales . . . . . . . . . . . . . . . . . . . . . . . 72.8 63.4 118.6
Total revenues . . . . . . . . . . . . . . . . . . . . . 100.0 100.0 90.6
Direct costs:
Contract costs (as a % of contract revenue) . . . . . . . . 53.3 52.3 44.6
Cost of product sales (as a % of product sales) . . . . . . 87.0 83.9 126.8
Total direct costs (as a %
of total revenues) . . . . . . . . . . . . . . . . . 77.8 72.3 105.1
Indirect, general and administrative expenses . . . . . . . . . 18.7 22.8 55.9
Amortization and other operating costs . . . . . . . . . . . . 0.6 0.5 112.3
Operating income . . . . . . . . . . . . . . . . . . . . . . . 2.9 4.3 27.8
Interest expense . . . . . . . . . . . . . . . . . . . . . . . 1.7 1.4 128.9
Equity in earnings of affiliate . . . . . . . . . . . . . . . . 0.5 -- 100.0
Income before provision for income taxes . . . . . . . . . . . 1.8 2.9 13.9
Provision for income taxes . . . . . . . . . . . . . . . . . . 0.8 1.2 15.4
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 1.7 12.8
</TABLE>
RESULTS OF OPERATIONS
Three Months Ended June 30, 1996 Compared With Three Months Ended June 30, 1995
Revenues for the three months ended June 30, 1996 increased by $35.9
million, or 90.6%, from the three months ended June 30, 1995. Of this
increase, $6.1 million was attributable to contract revenue and $29.8 million
was attributable to product sales. The increase in contract revenue during the
three months ended June 30, 1996 was primarily due to revenue recognized under
contracts acquired in connection with the acquisition of CAI in October 1995.
The increase in product sales was primarily due to approximately $17.1 million
of revenue generated under a variety of sales vehicles acquired in connection
with the acquisition of CAI; $12.5 million in increased sales under General
Services Administration ("GSA") Schedule contracts, either directly from the
Company's GSA Schedule contracts or from sales to other prime contractors with
GSA Schedule contracts; $8.2 million in increased sales from open market
Government orders, including orders received from both the U.S. Department of
Defense and various civilian Government agencies; and $4.0 million in net
increased revenues under a variety of other sales vehicles. Included in these
increases is approximately $3.5 million in increased sales of Internet-related
products. These increases were offset by a decrease of approximately $12.0
million in sales from purchase contracts under the Company's Basic Ordering
Agreement with the North Atlantic Treaty Organization. In the three months
ended June 30, 1996, approximately 88.1% of the Company's revenues were derived
from contracts or subcontracts with and product sales to the Government, as
compared with 90.7% for the three months ended June 30, 1995.
Direct costs, expressed as a percentage of total revenue, increased from
72.3% for the three months ended June 30, 1995 to 77.8% for the three months
ended June 30, 1996. Contract costs as a percentage of contract revenue
increased from 52.3% in the three months ended June 30, 1995 to 53.3% in the
three months ended June 30, 1996, primarily as a result of revenues generated
from CAI's contracts, which typically require higher levels of material
purchases than BTG's historical contract base, which has a more labor
intensive, higher gross margin profile. Contract costs include labor costs,
subcontract costs, material costs and other costs directly related to contract
revenue. Cost of product sales as a percentage of product sales increased from
83.9% in the three months ended June 30, 1995 to 87.0% in the three months
ended June 30, 1996. This increase is largely attributable to the inclusion of
CAI's product sales.
- 8 -
<PAGE> 9
Indirect, general and administrative expenses include the costs of
indirect labor, fringe benefits, overhead, sales and administration, bid and
proposal, and research and development. Indirect, general and administrative
expenses for the three months ended June 30, 1996 increased by $5.0 million, or
55.9%, from the same period in 1995. The increase was due primarily to
indirect expenses incurred by CAI, which were not included in the three months
ended June 30, 1995 since CAI was not acquired until October 1995, as well
as from an increase in the overall volume of business as compared to the
comparable period of the prior year. Expressed as a percentage of total
revenues, indirect, general and administrative expenses decreased for the three
months ended June 30, 1996 to 18.7% from 22.8% in the three months ended June
30, 1995. This decrease is reflective of both the significant growth in
revenue generated from product sales, which typically requires less
infrastructure support than does contract revenue, and the acquisition of CAI,
which has historically required a relatively lower level of indirect costs to
support its revenues.
Amortization and other operating costs, which include both amortization
expense associated with goodwill and other intangible assets and other
operating expenses which are non-reimbursable under Government contracts,
increased by $237,000 in the three months ended June 30, 1996 as compared with
the comparable period of the prior year. This increase is primarily
attributable to the amortization expense associated with the goodwill and other
intangible assets created as a result of the acquisition of CAI in October
1995.
Interest expense for the three months ended June 30, 1996 increased by
$713,000, or 128.9%, from the comparable period of the prior year. This
increase was due in large part to interest paid on borrowings related to the
Company's acquisition of CAI. In addition, the growth in revenue in the three
months ended June 30, 1996, as well as the higher volume of product orders
projected for the quarterly period ending September 30, 1996, resulted in
higher receivable, inventory and prepaid expense balances, thereby resulting in
higher levels of required financing under the Company's line of credit.
Equity in earnings of affiliate was $397,000 during the three months ended
June 30, 1996, and resulted from the Company's interest in an unincorporated
joint venture. The joint venture entity, which is with an unrelated company,
was created for the purpose of performing under a specific contract and was
acquired by the Company in connection with its acquisition of CAI.
The Company's effective tax rate increased from 42.4% in the three months
ended June 30, 1995 to 43.0% in the three months ended June 30, 1996. This
increase is primarily attributable to the additional goodwill and intangible
asset amortization expense, which is not deductible for income tax purposes.
Net income for the three months ended June 30, 1996 increased by $86,000,
or 12.8%, from the three months ended June 30, 1995, due to the reasons
discussed above.
- 9 -
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
Net cash of approximately $6.9 million was used in operating activities
during the three months ended June 30, 1996. This net use of cash largely
resulted from a significant increase in accounts receivable, which was due to
the revenue growth experienced by the Company during the three months ended
June 30, 1996. In addition, increases in both inventory and prepaid expenses
offset by increases in accounts payable and accrued expenses contributed to the
net use of cash in the three months ended June 30, 1996.
Investing activities used cash of approximately $666,000 during the three
months ended June 30, 1996. This was largely the result of a $200,000
investment made in a privately-held company primarily involved in
Internet/intranet information protection products and services, and a $300,000
convertible note purchased from the same company. In addition, the Company
invested cash of approximately $166,000 in the purchase of office and
computer-related equipment for use in the performance of contracts and for
increased efficiency in the Company's administration.
During the three months ended June 30, 1996, the Company's financing
activities provided cash of approximately $7.6 million, resulting primarily
from $7.5 million in increased borrowings under the Company's revolving line of
credit used to fund working capital needs. As of June 30, 1996, working
capital was $56.9 million, compared to $47.9 million at March 31, 1996. This
increase is primarily due to an increase in the volume of business in the three
months ended June 30, 1996, which resulted in significantly higher accounts
receivable balances. At June 30, 1996, the Company had approximately $11.7
million available for borrowing under its revolving line of credit facility.
The Company believes that its revolving line of credit facility and cash
generated from operations will be sufficient to fund the Company's activities
for the foreseeable future.
- 10 -
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company
or any subsidiary is a party or to which any of their property is
subject, other than ordinary routine litigation incidental to the
business of the Company or any subsidiary.
ITEM 2. CHANGES IN SECURITIES
No changes in security holders' rights have taken place.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No defaults upon senior securities have taken place.
ITEM 4. SUBMISSION OF MATTERS TO SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
period.
ITEM 5. OTHER INFORMATION
No information to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
The following exhibits are either filed with this Report or are
incorporated herein by reference:
3.1 Amended and Restated Articles of Incorporation of the Company *
3.2 Amended and Restated Bylaws of the Company *
4.1 Specimen certificate of share of Common Stock *
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
--------------------------------------------------------------------
* Incorporated by reference to the Company's registration statement
on Form S-1 (File No. 33-85854).
B. REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the quarter ended
June 30, 1996.
- 11 -
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 13, 1996 BTG, INC.
/s/ John M. Hughes
---------------------------------
John M. Hughes
Duly Authorized Signatory and
Chief Financial Officer
- 12 -
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Company. *
3.2 Amended and Restated Bylaws of the Company. *
4.1 Specimen certificate of share of Common Stock. *
11 Statement regarding computation of per share earnings.
27 Financial Data Schedule
</TABLE>
- -------------------------------------------
* Incorporated by reference to the Company's registration statement on Form
S-1 (File No. 33-85854).
- 13 -
<PAGE> 1
EXHIBIT 11
BTG, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended June 30,
------------------------------------------
1996 1995
----------------- -----------------
<S> <C> <C>
Net income $ 757 $ 671
========= ==========
Weighted average common stock shares
outstanding during the period 6,132 5,999
Dilutive effect of common stock
equivalents 204 192
--------- ----------
Weighted average shares of common
stock and common stock equivalents 6,336 6,191
========= ==========
Earnings per common and common
equivalent share $ 0.12 $ 0.11
========= ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 60
<SECURITIES> 306
<RECEIVABLES> 80,367
<ALLOWANCES> 221
<INVENTORY> 12,755
<CURRENT-ASSETS> 104,382
<PP&E> 9,630
<DEPRECIATION> 6,193
<TOTAL-ASSETS> 129,022
<CURRENT-LIABILITIES> 47,503
<BONDS> 52,571
0
0
<COMMON> 18,053
<OTHER-SE> 10,620
<TOTAL-LIABILITY-AND-EQUITY> 129,022
<SALES> 54,913
<TOTAL-REVENUES> 75,442
<CGS> 47,779
<TOTAL-COSTS> 58,727
<OTHER-EXPENSES> 448
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,266
<INCOME-PRETAX> 1,327
<INCOME-TAX> 570
<INCOME-CONTINUING> 757
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 757
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
