<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, 1998
[ ] 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)
3877 FAIRFAX RIDGE ROAD, FAIRFAX, VIRGINIA 22030-7448
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 383-8000
----------------
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:
CLASS OUTSTANDING AT AUGUST 11, 1998
- ----------------------------- ------------------------------
COMMON STOCK 8,802,221
<PAGE> 2
BTG, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Interim Balance Sheets, June 30, 1998 (unaudited)
and March 31, 1998 3
Consolidated Interim Statements of Operations for the three
months ended June 30, 1998 and 1997 (unaudited) 4
Consolidated Interim Statements of Cash Flows for the
three months ended June 30, 1998 and 1997 (unaudited) 5
Notes to Consolidated Interim Financial Statements (unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12-13
SIGNATURES 14
EXHIBIT INDEX 15
</TABLE>
-2-
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
BTG, INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1998 1998
------------------ ---------------
<S> <C> <C>
ASSETS (unaudited)
Current assets:
Investments, at fair value.................................................... $ 4,534 $ 22,286
Receivables, net.............................................................. 75,910 135,050
Inventory, net................................................................ 1,987 2,214
Prepaid expenses.............................................................. 2,484 3,338
Income tax receivable......................................................... 9,655 10,348
Other......................................................................... 4,679 9,128
--------------- ---------------
Total current assets....................................................... $ 99,249 $ 182,364
--------------- ---------------
Property and equipment, net..................................................... 4,302 4,508
Goodwill, net................................................................... 8,770 8,860
Other intangible assets, net.................................................... 656 874
Investments in unconsolidated affiliates........................................ 14,813 14,813
Other .......................................................................... 996 1,020
--------------- ---------------
$ 128,786 $ 212,439
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt.......................................... $ -- $ 15,000
Current maturities of line of credit.......................................... 986 31,417
Accounts payable.............................................................. 37,396 74,573
Accrued expenses.............................................................. 11,634 13,483
Deferred revenue.............................................................. 744 803
Other......................................................................... 2,530 3,276
--------------- ---------------
Total current liabilities................................................. $ 53,290 $ 138,552
Line of credit, excluding current maturities.................................... 38,835 38,835
Other liabilities............................................................... 1,987 1,992
--------------- ---------------
Total liabilities.......................................................... $ 94,112 $ 179,379
--------------- ---------------
Shareholders' 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; 8,797,951
and 8,634,451 shares issued and outstanding at June 30, 1998
and March 31, 1998, respectively............................................. 54,286 53,384
Accumulated deficit........................................................... (20,448) (20,530)
Treasury stock, at cost, 50,057 shares outstanding at March 31, 1998.......... -- (527)
Unrealized gains on investments, net of related tax effects................... 836 733
--------------- ---------------
Total shareholders' equity................................................. $ 34,674 $ 33,060
--------------- ---------------
$ 128,786 $ 212,439
=============== ===============
</TABLE>
See notes to consolidated interim financial statements.
-3-
<PAGE> 4
BTG, INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
--------------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
Revenues:
Contract revenue................................. $ 43,656 $ 39,157
Product sales.................................... 40,927 80,560
--------------- ---------------
84,583 119,717
Direct costs:
Contract costs................................... 29,293 26,430
Cost of product sales............................ 39,478 70,787
--------------- ---------------
68,771 97,217
Indirect, general and administrative
expenses......................................... 14,608 19,149
Amortization and other operating costs, net........ 419 477
--------------- ---------------
83,798 116,843
--------------- ---------------
Operating income................................... 785 2,874
Interest expense................................... (1,693) (1,567)
Equity in earnings of unconsolidated affiliates.... -- 185
Gain on sale of investments........................ 1,051 --
--------------- ---------------
Income from continuing operations before
income taxes.................................... 143 1,492
Provision for income taxes......................... 61 623
--------------- ---------------
Income from continuing operations.................. 82 869
Loss from discontinued operations of Community
Networks, Inc., net of income taxes............. -- (634)
--------------- ----------------
Net income......................................... $ 82 $ 235
=============== ===============
Basic earnings per share:
Income from continuing operations............... $ 0.01 $ 0.10
Loss from discontinued operations............... -- (0.07)
--------------- ---------------
Net income...................................... $ 0.01 $ 0.03
=============== ===============
Diluted earnings per share:
Income from continuing operations............... $ 0.01 $ 0.10
Loss from discontinued operations............... -- (0.07)
--------------- ---------------
Net income...................................... $ 0.01 $ 0.03
=============== ===============
Weighted average shares outstanding (used in the
calculation of basic per share results).......... 8,679 8,476
=============== ===============
Weighted average shares outstanding (used in the
calculation of diluted per share results)........ 8,743 8,758
=============== ===============
</TABLE>
See notes to consolidated interim financial statements.
-4-
<PAGE> 5
BTG, INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
------------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................... $ 83 $ 235
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Loss on discontinued operations........................................ -- 634
Depreciation and amortization.......................................... 631 1,171
Reserves for accounts receivable and inventory......................... 30 (38)
Loss on sale of property and equipment................................. -- 76
Deferred income taxes.................................................. 102 --
Gain on sale of investments............................................. (1,051) --
Changes in assets and liabilities, net of the effects from purchases
of subsidiaries:
(Increase) decrease in receivables.................................... 59,110 (18,626)
(Increase) decrease in inventory...................................... 227 (12,952)
(Increase) decrease in prepaids and other............................. 5,199 (2,257)
(Increase) decrease in other assets................................... 718 172
Increase (decrease) in accounts payable............................... (37,177) 25,254
Increase (decrease) in accrued expenses............................... (1,849) 877
Increase (decrease) in other liabilities.............................. (753) (345)
--------------- ----------------
Net cash provided by (used in) operating activities of
continuing operations........................................ 25,270 (5,799)
Net cash used in discontinued operations........................... -- (1,148)
--------------- ----------------
Net cash provided by (used in) operating activities.......... $ 25,270 $ (6,947)
--------------- ----------------
Cash flows from investing activities:
Purchases of property and equipment.................................... (145) (852)
Proceeds from sale of investments...................................... 18,906 --
Purchases of subsidiaries, net of acquired cash........................ -- (10,129)
Product development costs.............................................. -- (380)
--------------- ----------------
Net cash provided by (used in) investing activities.......... $ 18,761 $ (11,361)
--------------- ----------------
Cash flows from financing activities:
Net advances (repayments) under line of credit......................... (30,431) 18,593
Principal payments on long-term debt and capital lease obligations..... (15,029) (704)
Proceeds from the issuance of common stock............................. 1,429 419
--------------- ---------------
Net cash provided by (used in) financing activities.......... $ (44,031) $ 18,308
--------------- ---------------
Increase (decrease) in unrestricted cash and equivalents................. -- --
Unrestricted cash and equivalents, beginning of period................... -- --
--------------- ---------------
Unrestricted cash and equivalents, end of period......................... $ -- $ --
=============== ===============
</TABLE>
See notes to consolidated interim financial statements.
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<PAGE> 6
BTG, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated interim financial statements included herein have been
prepared by BTG, Inc. and Subsidiaries (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 prepared 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, 1998. The results of operations for the three-month period ended
June 30, 1998, are not necessarily indicative of the results to be expected for
the full fiscal year ending March 31, 1999.
2. COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income
("Statement 130"). Statement 130 establishes standards for reporting and
presenting comprehensive income and its components in consolidated financial
statements. Comprehensive income is defined as net income plus the change in
equity of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources. For the three-month period ended
June 30, 1998, the Company had other comprehensive income resulting from
unrealized holding gains on available-for-sale investments. The Company did not
have other comprehensive income for the three-month period ended June 30, 1997.
Comprehensive income for the three-month period ended June 30, 1998, is as
follows (in thousands):
<TABLE>
<S> <C>
Net income $ 82
Other comprehensive income:
Unrealized gains on investments, net of income
taxes of $445........................................... 722
---------------
Comprehensive income............................................. $ 804
===============
</TABLE>
3. INVESTMENTS, AT FAIR VALUE
In April 1998, the Company sold approximately 276,000 shares of Cisco
Systems, Inc. common stock for $18.9 million. The proceeds from this sale were
used to retire certain long-term debt and to reduce outstanding borrowings under
the Company's line of credit facility.
-6-
<PAGE> 7
BTG, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS - CONTINUED
4. SUBSEQUENT EVENT
In July 1998, the Company sold 1.1 million of the 3.0 million shares it
holds in Government Technology Services, Inc. ("GTSI") common stock for $5.0
million. The proceeds from this sale were used to reduce outstanding borrowings
under the Company's line of credit facility. Prior to the sale of this common
stock, the Company accounted for this investment using the equity method of
accounting. Under such method, the Company is required to recognize its share of
the earnings that GTSI reported during its quarter ended June 30, 1998, and BTG
will recognize such amount in the Company's records during the quarter ending
September 30, 1998. As a result of this investment sale, the Company will no
longer utilize the equity method to account for its interest in GTSI beginning
on July 1, 1998.
-7-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
BTG, Inc. ("BTG" or the "Company") is an information systems and services
company providing complete solutions to a broad range of the complex systems and
product needs of the United States Government and its agencies and departments
(the "Government"), state and local governments and commercial clients. The
Company provides systems development, integration, engineering and network
design, implementation and security expertise services. In addition, in prior
fiscal years, the Company was significantly involved in the reselling of
computer hardware and software. The Company's common stock is quoted on the
NASDAQ National Market under the symbol "BTGI".
On June 12, 1997, the Company acquired Nations, Inc. ("Nations"), which is
primarily involved in software engineering, modeling and simulation, program
management support services, systems engineering, and integrated logistics
support services, principally to the Government.
On February 12, 1998, BTG and Government Technology Services, Inc. ("GTSI")
completed the sale from BTG to GTSI of substantially all of the BTG operating
division responsible for reselling computer hardware, software and integrated
systems to the federal government (the "GTSI Transaction").
The Company's revenues are derived from both contract activities 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 typically 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% to 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. Higher
volumes as opposed to price increases have generally driven year-to-year
increases in product sales. The Company's operating performance is affected by
both the number and type of contracts held, the timing of the installation or
delivery of the Company's services and products, and the relative margins of the
services performed or products sold. In general, the Company recognizes its
highest margins on its most specialized systems engineering and software
development projects and lower margins on sales of commercial-off-the shelf
products, whose sales tend to have lower services components and a more
competitive after-contract award environment. The Company anticipates a
significant decrease in the revenues derived from future product sales as a
result of the GTSI Transaction.
-8-
<PAGE> 9
RESULTS OF OPERATIONS
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 (decrease) in such items:
<TABLE>
<CAPTION>
% PERIOD-TO-PERIOD
INCREASE (DECREASE)
PERCENTAGE OF REVENUE OF DOLLARS
--------------------- -------------------
THREE MONTHS ENDED
JUNE 30, 1998
THREE MONTHS ENDED COMPARED TO
JUNE 30, THREE MONTHS ENDED
1998 1997 JUNE 30, 1997
---- ---- --------------
<S> <C> <C> <C>
Revenues:
Contract revenue....................................... 51.6% 32.7% 11.5%
Product sales.......................................... 48.4 67.3 (49.2)
Total revenues...................................... 100.0 100.0 (29.3)
Direct costs:
Contract costs (as a % of contract revenue)............ 67.1 67.5 10.8
Cost of product sales (as a % of product sales)........ 96.5 87.9 (44.2)
Total direct costs (as a % of total revenues)....... 81.3 81.2 (29.3)
Indirect, general and administrative expenses............. 17.3 16.0 (23.7)
Amortization and other operating costs, net............... 0.5 0.4 12.2
Operating income.......................................... 0.9 2.4 (72.7)
Interest expense.......................................... 2.0 1.3 8.0
Equity in earnings of unconsolidated affiliates........... -- 0.2 (100.0)
Gain on sale of investments............................... 1.2 -- 100.0
Income from continuing operations before income taxes..... 0.2 1.8 (90.4)
Provision for income taxes................................ 0.1 0.5 (90.2)
Income from continuing operation.......................... 0.1 0.7 (90.6)
Loss from discontinued operations, net of income taxes.... -- 0.1 100.0
Net income................................................ 0.1 0.2 (65.1)
</TABLE>
Three Months Ended June 30, 1998 Compared With Three Months Ended June 30, 1997
The three months ended June 30, 1998 realized a net decrease in revenues of
$35.1 million, or 29.3%, from the three months ended June 30, 1997. A contract
revenue increase of $4.5 million was offset by a decrease of $39.6 million
attributable to product sales. The increase in contract revenue during the three
months ended June 30, 1998 was primarily due to $10.6 million of revenue
recognized under contracts acquired in connection with the acquisition of
Nations, offset by a decrease of $3.8 million under the Company's Integration
for Command, Control, Communications, Computers and Intelligence contract and a
net decrease of $2.3 million under a variety of other contracts. The decrease in
product sales was primarily due to the GTSI Transaction. Included in product
sales during the three months ended June 30, 1998 was $34.1 million of revenue
resulting from certain contracts awarded to BTG's product reselling business
unit in a prior year which were subcontracted to GTSI as part of the GTSI
Transaction (the "Royalty Contracts"). Pursuant to an agreement entered into as
part of the GTSI Transaction, GTSI assumed substantially all of the future
performance requirements of the Royalty Contracts and BTG receives a royalty of
1% or 2% on total product sales made under such contracts. In the three months
ended June 30, 1998, approximately 94.2% of the Company's revenues were derived
from contracts or subcontracts with and product sales to the Government, as
compared with 88.4% for the three months ended June 30, 1997.
Direct costs, expressed as a percentage of total revenue, increased from
81.2% for the three months ended June 30, 1997 to 81.3% for the three months
ended June 30, 1998. Contract costs include labor costs, subcontract costs,
material costs and other costs directly related to contract revenue. Contract
costs as a percentage of contract revenue decreased from 67.5% in the three
months ended June 30, 1997 to 67.1% in the three months ended June 30, 1998.
Cost of product sales as a percentage of product sales increased from 87.9% in
the three months ended June 30, 1997 to 96.5% in the three months ended June 30,
1998 due primarily to product sales recognized from the Royalty Contracts for
which gross margins of 1% to 2% are earned.
-9-
<PAGE> 10
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, 1998 decreased by $4.5 million, or 23.7%, from
the same period in 1997. This decrease was due primarily to the GTSI Transaction
which resulted in a reduction in the number of Company employees, space
requirements, and other related indirect costs. Expressed as a percentage of
total revenues, indirect, general and administrative expenses increased for the
three months ended June 30, 1998 to 17.3% from 16.0% in the three months ended
June 30, 1997.
Amortization and other operating costs, which include the amortization of
goodwill and other intangible assets as well as other operating expenses that
are non-reimbursable under Government contracts, decreased by $58,000 in the
three months ended June 30, 1998 as compared with the comparable period of the
prior year. This decrease was primarily the result of a formal restructuring of
Company's operations which occurred in the prior fiscal year and which resulted
in the write-off of goodwill and certain other intangible assets which had
become impaired.
Interest expense for the three months ended June 30, 1998 increased by
$126,000, or 8.0%, from the comparable period of the prior year. This increase
was due to a higher average balance outstanding under the Company's line of
credit facility, due in part to borrowings incurred in June 1997 to finance the
acquisition of Nations, and to financing fees incurred in connection with
borrowings made in excess of amounts available under the prescribed borrowing
base formula.
Equity in the earnings of unconsolidated affiliates in the three months
ended June 30, 1997 resulted from the Company's interest in an unincorporated
joint venture. The joint venture entity, which is with an unrelated company, was
formed for the purpose of performing under a specific contract which ended on
March 31, 1998. During the three months ended June 30, 1998, the Company
acquired a common stock interest in GTSI for which the equity method of
accounting will be used. BTG's share of the earnings reported by GTSI for the
three months ended June 30, 1998 will be recognized by BTG in its fiscal quarter
ending September 30, 1998.
Income tax expense, as a percentage of income before income taxes,
increased to 42.7% in the three months ended June 30, 1998, from 41.8% in the
comparable period of the prior year.
Net income for the three months ended June 30, 1998 decreased by $153,000,
or 65.1%, from the three months ended June 30, 1997, due to the reasons
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash of approximately $25.3 million was provided by operating
activities during the three months ended June 30, 1998. This largely resulted
from the collection of outstanding receivables generated by the Company's
product reselling business unit. Due to the GTSI Transaction, the Company's
product sales revenue was significantly less than amounts recognized in the
comparable period of the prior year. A significant portion of the cash received
from the collection of outstanding receivables was used to reduce accounts
payable.
Investing activities provided cash of approximately $18.8 million during
the three months ended June 30, 1998. This was primarily due to the sale of
common stock owned in Cisco Systems, Inc., which was acquired as a result of
BTG's investment in WheelGroup Corporation.
During the three months ended June 30, 1998, the Company's financing
activities used cash of approximately $44.0 million. This resulted from $30.4
million in repayments of outstanding borrowings under the Company's revolving
line of credit facility and $15.0 million used to retire outstanding promissory
notes payable. In addition, the Company received proceeds of $1.4 million
-10-
<PAGE> 11
from sales of common stock under both a private placement to the Company's
directors and certain employee benefit plans.
As of June 30, 1998, working capital was $46.0 million, compared to
$43.8 million at March 31, 1998. At June 30, 1998, the Company had approximately
$4.8 million available for borrowing under its revolving line of credit
facility.
-11-
<PAGE> 12
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
During the three month period ended June 30, 1998, the Company issued
shares of common stock that were not registered under the Securities Act of
1933 ("Unregistered Shares"). 138,910 Unregistered Shares were issued to
five members of the Board of Directors in a private placement on June 4,
1998 at a price of $9.00 per share. In addition, the following Unregistered
Shares were issued pursuant to the BTG 1990 Incentive Stock Option Plan: 4
employees exercised options to buy 634 Unregistered Shares at $3.45 per
share; and 1 employee exercised options to buy 4,334 Unregistered Shares at
$3.79 per share.
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 Amendment to the Amended and Restated Articles of Incorporation of
BTG, Inc. (incorporated by reference to BTG, Inc.'s Form 10-Q for the
quarter ended September 30, 1997).
3.2 Amended and Restated Articles of Incorporation of BTG, Inc.
(incorporated by reference to BTG, Inc.'s Form 10-Q for the quarter
ended September 30, 1997).
3.3 Amended and Restated By-laws of BTG, Inc. (incorporated by reference
to exhibit 3.4 to BTG, Inc.'s registration statement on Form S-1 (File
No. 33-85854)).
4.1 Specimen certificate of share of Common Stock (incorporated by
reference to exhibit 4.3 to BTG, Inc.'s registration statement on Form
S-8 (File No. 33-97302)).
-12-
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
A. EXHIBITS - CONTINUED
11 Statement regarding computation of per share earnings.
27 Financial data schedule.
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 1998.
-13-
<PAGE> 14
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 14, 1998 BTG, INC.
/s/ Edward H. Bersoff
------------------------------
Edward H. Bersoff
Duly Authorized Signatory and
Acting Chief Financial Officer
-14-
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
<TABLE>
<S> <C>
3.1 Amendment to the Amended and Restated Articles of Incorporation of
BTG, Inc. (incorporated by reference to BTG, Inc.'s Form 10-Q for the
quarter ended September 30, 1997).
3.2 Amended and Restated Articles of Incorporation of BTG, Inc.
(incorporated by reference to BTG, Inc.'s Form 10-Q for the quarter
ended September 30, 1997).
3.3 Amended and Restated By-laws of BTG, Inc. (incorporated by reference
to exhibit 3.4 to BTG, Inc.'s registration statement on Form S-1 (File
No. 33-85854)).
4.1 Specimen certificate of share of Common Stock (incorporated by
reference to exhibit 4.3 to BTG, Inc.'s registration statement on Form
S-8 (File No. 33-97302)).
11 Statement regarding computation of per share earnings.
27 Financial data schedule.
</TABLE>
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<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,
----------------------------------
1998 1997
---- ----
<S> <C> <C>
Net income $ 82 $ 235
============ ============
Weighted average common stock shares
outstanding during the period (used in
the calculation of basic per share results) 8,679 8,476
Dilutive effect of common stock options and
common stock purchase warrants 64 282
------------ ------------
Weighted average common stock and potentially dilutive securities
outstanding during the period (used in the calculation
of diluted per share results) 8,743 8,758
============ ============
Basic earnings per share $ 0.01 $ 0.03
============ ============
Diluted earnings per share $ 0.01 $ 0.03
============ ============
</TABLE>
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 4,534
<RECEIVABLES> 79,223
<ALLOWANCES> 3,313
<INVENTORY> 1,987
<CURRENT-ASSETS> 99,249
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0
0
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</TABLE>
