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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, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 0-25094
BTG, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-1194161
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3877 FAIRFAX RIDGE ROAD, FAIRFAX, VIRGINIA 22030-7448
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(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 10, 2000
----- ------------------------------
COMMON STOCK 9,003,767
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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, 2000 (unaudited)
and March 31, 2000 3
Consolidated Interim Statements of Operations for the three
months ended June 30, 2000 and 1999 (unaudited) 4
Consolidated Interim Statements of Cash Flows for the
three months ended June 30, 2000 and 1999 (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
SIGNATURES 14
EXHIBIT INDEX 15
</TABLE>
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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,
2000 2000
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(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Investments, at fair value ................................................. $ 154 $ --
Receivables, net ........................................................... 69,262 69,352
Inventory, net ............................................................. 744 507
Prepaid expenses and other ................................................. 3,374 3,528
--------- ---------
Total current assets ..................................................... $ 73,534 $ 73,387
--------- ---------
Property and equipment, net ................................................. 9,297 9,043
Goodwill, net ............................................................... 23,975 14,551
Restricted investments ...................................................... 6,429 6,429
Notes receivable ............................................................ 1,000 1,000
Other ....................................................................... 802 2,972
--------- ---------
$ 115,037 $ 107,382
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt ....................................... $ 3,200 $ --
Accounts payable ........................................................... 19,208 21,342
Accrued expenses ........................................................... 12,974 12,840
Other ...................................................................... 1,874 1,644
--------- ---------
Total current liabilities ................................................ $ 37,256 $ 35,826
Line of credit .............................................................. 30,888 30,466
Long-term debt, excluding current maturities ................................ 4,267 --
Other ....................................................................... 857 877
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Total liabilities ........................................................ $ 73,268 $ 67,169
--------- ---------
Shareholders' equity:
Preferred stock:
No par value, 982,500 shares authorized; no shares issued or outstanding . $ -- $ --
$0.01 par value, 17,500 shares authorized; no shares issued or outstanding -- --
Common stock, no par value, 20,000,000 shares authorized; 9,003,066
and 8,985,812 shares issued and outstanding at June 30, 2000
and March 31, 2000, respectively .......................................... 54,428 54,308
Accumulated deficit ........................................................ (12,650) (14,095)
Unrealized holding losses on investments, net of income taxes .............. (9) --
--------- ---------
Total shareholders' equity ............................................... $ 41,769 $ 40,213
--------- ---------
$ 115,037 $ 107,382
========= =========
</TABLE>
See notes to consolidated interim financial statements.
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BTG, INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
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<S> <C> <C>
Revenue:
Contract revenue .............................. $ 56,626 $ 50,569
Product sales ................................. 3,297 15,776
-------- --------
59,923 66,345
Direct costs:
Contract costs ................................ 37,286 33,368
Cost of product sales ......................... 3,211 15,457
-------- --------
40,497 48,825
Indirect, general and administrative
expenses ...................................... 15,784 15,209
Amortization expense ........................... 256 174
-------- --------
56,537 64,208
-------- --------
Operating income ............................... 3,386 2,137
Interest expense, net .......................... (822) (429)
Loss on conversion of investment ............... (50) --
-------- --------
Income before income taxes ..................... 2,514 1,708
Provision for income taxes ..................... 1,069 743
-------- --------
Net income ..................................... $ 1,445 $ 965
======== ========
Basic earnings per share ....................... $ 0.16 $ 0.11
======== ========
Diluted earnings per share ..................... $ 0.16 $ 0.11
======== ========
Weighted average shares outstanding (used in the
calculation of basic per share results) ....... 8,988 8,840
======== ========
Weighted average shares outstanding (used in the
calculation of diluted per share results) ..... 9,110 8,846
======== ========
</TABLE>
See notes to consolidated interim financial statements.
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BTG, INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income ......................................................... $ 1,445 $ 965
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization ..................................... 634 654
Reserves for accounts receivable and inventory .................... -- 90
Loss on disposals of property and equipment ....................... 16 --
Loss on conversion of investment .................................. 50 --
Changes in assets and liabilities, net of the effects from purchases
of subsidiaries:
(Increase) decrease in receivables ............................... 5,579 (10,622)
(Increase) decrease in inventory ................................. (237) (83)
(Increase) decrease in prepaids and other current assets ......... 154 (482)
(Increase) decrease in other non-current assets .................. 2,096 (5)
Increase (decrease) in accounts payable .......................... (2,530) 5,288
Increase (decrease) in accrued expenses .......................... (1,425) 770
Increase (decrease) in other liabilities ......................... 979 101
-------- --------
Net cash provided by (used in) operating activities .......... $ 6,761 $ (3,324)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment ............................... (191) (1,177)
Purchase of subsidiary, net of cash acquired ...................... (14,502) --
Proceeds from conversion of investment ............................ 30 --
-------- --------
Net cash provided by (used in) investing activities .......... $(14,663) $ (1,177)
-------- --------
Cash flows from financing activities:
Net advances under line of credit ................................. 422 4,668
Proceeds from issuance of long-term debt .......................... 8,000 --
Principal payments on long-term debt and capital lease
obligations....................................................... (540) (30)
Payment of debt issue costs ....................................... (100) --
Purchases of treasury stock ....................................... -- (229)
Proceeds from the issuance of common stock ........................ 120 92
-------- --------
Net cash provided by (used in) financing activities .......... $ 7,902 $ 4,501
-------- --------
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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BTG, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
1. BASIS OF PRESENTATION
BTG, Inc. and Subsidiaries ("we" or the "Company") have prepared the
consolidated interim financial statements included herein without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). These financial statements include, in the opinion of our 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. We believe, however, that our 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 our Annual Report to Shareholders for
the fiscal year ended March 31, 2000. The results of operations for the
three-month period ended June 30, 2000, are not necessarily indicative of the
results to be expected for the full fiscal year ending March 31, 2001.
2. COMPREHENSIVE INCOME
We adopted Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("Statement 130") during fiscal 1999. Statement 130
established 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, 1999, we had no comprehensive income. We
did have other comprehensive income resulting from unrealized holding gains on
available-for-sale investments for the three-month period ended June 30, 2000 as
follows (in thousands):
<TABLE>
<S> <C>
Net income ....................................... $ 1,445
Other comprehensive income:
Unrealized loss on investments, net of an income
tax benefit of $7 ........................... (9)
-------
Comprehensive income ............................. $ 1,436
=======
</TABLE>
3. BUSINESS COMBINATION
On April 19, 2000, we purchased substantially all of the net assets of the
enterprise network solutions division, of SSDS Inc. of Colorado, for
approximately $13.8 million, exclusive of our closing costs. We accounted for
this acquisition using the purchase method of accounting and, accordingly, the
division's results of operations have been included in the Company's
consolidated statements of operations since the date of the acquisition. The
purchase price was allocated to net tangible and identifiable intangible assets
and liabilities based on preliminary estimates of their fair value as of the
date of acquisition. The excess of purchase price over the estimated fair value
of net tangible and identifiable intangible assets
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and liabilities acquired of approximately $9.7 million was allocated to goodwill
and is being amortized on a straight-line basis over the expected period of
benefit, 20 years. The final allocation of the purchase price will be determined
during the subsequent fiscal year when preliminary studies and other estimates
are final. This business combination does not have a material effect on pro
forma operations.
4. LONG-TERM DEBT
On April 19, 2000, we issued two term notes totaling $8.0 million to each
of the two financial institutions that lend to us under our line of credit
facility. The principal under these notes is due in 30 equal installments
beginning on May 1, 2000. Additionally, a quarterly payment is required to
reduce the principal balance in excess of an established threshold. The notes
bear interest at the lender's prime rate. We used the proceeds from the term
notes to finance the SSDS business combination.
5. REVENUE RECOGNITION
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. The guidelines in SAB No. 1 must
be adopted by the fourth quarter of 2000. We are in the process of evaluating
the potential impact of SAB No. 101 on our financial position and results of
operations.
6. RECLASSIFICATION
Certain amounts in the prior period's interim financial statements have
been reclassified to conform to the fiscal 2001 presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE MATTERS DISCUSSED IN THIS FORM 10-Q INCLUDE FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS OR UNCERTAINTIES. WHILE FORWARD-LOOKING STATEMENTS ARE
SOMETIMES PRESENTED WITH NUMERICAL SPECIFICITY, THEY ARE BASED ON VARIOUS
ASSUMPTIONS MADE BY MANAGEMENT REGARDING FUTURE CIRCUMSTANCES OVER MANY OF WHICH
THE COMPANY HAS LITTLE OR NO CONTROL. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY WORDS INCLUDING "ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT" AND
SIMILAR EXPRESSIONS. THE COMPANY CAUTIONS READERS THAT FORWARD-LOOKING
STATEMENTS, INCLUDING WITHOUT LIMITATION, THOSE RELATING TO THE COMPANY'S FUTURE
BUSINESS PROSPECTS, REVENUES, WORKING CAPITAL, LIQUIDITY, AND INCOME, ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT WOULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM FORWARD-LOOKING
STATEMENTS INCLUDE THE CONCENTRATION OF THE COMPANY'S REVENUES FROM GOVERNMENT
CLIENTS, RISKS INVOLVED IN CONTRACTING WITH THE GOVERNMENT, DIFFICULTIES THE
COMPANY MAY HAVE IN ATTRACTING, RETAINING AND MANAGING PROFESSIONAL AND
ADMINISTRATIVE STAFF, FLUCTUATIONS IN QUARTERLY RESULTS, RISKS RELATED TO
ACQUISITIONS, RISKS RELATED TO COMPETITION AND THE COMPANY'S ABILITY TO CONTINUE
TO WIN AND PERFORM EFFICIENTLY ON GOVERNMENT CONTRACTS, AND OTHER RISKS AND
FACTORS IDENTIFIED FROM TIME TO TIME IN THE COMPANY'S REPORTS FILED WITH THE
SEC, INCLUDING THOSE IDENTIFIED UNDER THE CAPTION "RISK FACTORS" IN THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (SEC FILE NO. 333-16899) WHICH
HEREBY IS INCORPORATED BY REFERENCE. SHOULD ONE ON MORE OF THESE RISKS OR
UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE ANTICIPATED, ESTIMATED OR
PROJECTED.
GENERAL
BTG is an information systems and technical services company. For nearly
two decades, we have developed and provided solutions to the complex systems
needs of the Government as well as to other commercial and state and local
government customers. Our current services and solutions are focused on four
principal areas: systems analysis and engineering services, solutions
development, systems integration, and computer-based operations and enterprise
support.
Since BTG's founding, we have provided highly sophisticated software-based
solutions to our customers, especially to those in the United States Government
and its agencies and departments ("the Government") defense intelligence
community. More recently, we have seen that the skills we have developed in
working with Government agencies are increasingly useful for commercial and
state and local government customers and, in this regard, we have seen that a
larger percentage of our revenues has come from these customers. We believe that
our key competencies include our skills in the areas of (i) information and
network security, (ii) electronic commerce, (iii) technology in schools, (iv)
geographic information systems, (v) Microsoft and Remedy services and solutions,
(vi) modeling, simulation and training, (vii) integrated logistics support, and
(viii) enterprise support services and network management.
We have an experienced management team and over 1,600 employees with
approximately 1,500 technical and professional degrees and certifications. Due
to the secure nature of much of the work that we do in the Government defense
and intelligence markets, over 50% of our employees have received Secret or Top
Secret security clearances from the Government. Our customers include the four
U.S. armed forces, many of the U.S. intelligence and civilian agencies, a
variety of commercial entities including Bell Atlantic, Federal Express,
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and NCR, and a number of state and local governments in Colorado, Florida, North
Carolina and Oklahoma. We are headquartered in Fairfax, Virginia and have
employees in over 93 locations worldwide.
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, 2000
THREE MONTHS ENDED COMPARED TO
JUNE 30, THREE MONTHS ENDED
2000 1999 JUNE 30, 1999
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<S> <C> <C> <C>
Revenue:
Contract revenue .............................. 94.5% 76.2% 12.0%
Product sales ................................. 5.5 23.8 (79.1)
Total revenue ................................ 100.0 100.0 (9.7)
Direct costs:
Contract costs (as a % of contract revenue) ... 65.8 66.0 11.7
Cost of product sales (as a % of product sales) 97.4 98.0 (79.2)
Total direct costs (as a % of total revenues) 67.6 73.6 (17.1)
Indirect, general and administrative expenses ... 26.3 22.9 3.8
Amortization expense ............................ 0.4 0.3 47.1
Operating income ................................ 5.7 3.2 58.4
Interest expense, net ........................... 1.4 .6 91.6
Loss on conversion of investment ................ 0.1 -- (A)
Income before income taxes ...................... 4.2 2.6 47.2
Provision for income taxes ...................... 1.8 1.1 43.9
Net income ...................................... 2.4 1.5 49.7
</TABLE>
(A) There was no expense or income in the comparison year.
Three Months Ended June 30, 2000 Compared With Three Months Ended June 30, 1999
REVENUES
During the three months ended June 30, 2000, we had a net decrease in
revenue of $6.4 million, or 9.7%, from the three months ended June 30, 1999.
Contract revenue increased $6.1 million, or 12.0%, from the comparable period of
the prior year, while product sales decreased $12.5 million, or 79.1%, from the
same period of the prior year. The increase in our contract revenue was due to
increases in our services and solutions business and revenue generated by new
contracts associated with the SSDS business combination. The decrease in our
product sales was principally due to management's decision to discontinue our
remaining product reselling contracts.
DIRECT COSTS
Direct costs, expressed as a percentage of total revenue, decreased from
73.6% for the three months ended June 30, 1999 to 67.6% for the three months
ended June 30, 2000, primarily due to the higher percentage of contract related
business. 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 remained consistent at 65.8% in the three months
ended June 30, 2000 compared to 66.0% in the three months ended June 30, 1999.
Cost of product sales as a percentage of product sales decreased only slightly
from
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98.0% in the three months ended June 30, 1999 to 97.4% in the three months ended
June 30, 2000.
INDIRECT, GENERAL AND ADMINISTRATIVE EXPENSES
Indirect, general and administrative expenses include the costs of
indirect labor, fringe benefits, overhead, sales and administration, bid and
proposal preparation, and research and development. Indirect, general and
administrative expenses for the three months ended June 30, 2000 increased by
$575,000, or 3.8%, from the same period in 1999, principally due to the
increased contract revenue activities. However, expressed as a percentage of
contract revenues, indirect, general and administrative expenses decreased for
the three months ended June 30, 2000 to 27.9% from 30.1% in the three months
ended June 30, 1999. This decrease reflects the Company's continued emphasis on
cost containment and the reduction of non-strategic costs.
AMORTIZATION EXPENSE
Our amortization expense, which results from the amortization of goodwill,
increased by $82,000 in the three months ended June 30, 2000 as compared with
the comparable period of the prior year. This was due to the additional goodwill
associated with the SSDS business combination.
INTEREST EXPENSE
Interest expense for the three months ended June 30, 2000 increased by
$393,000 from the comparable period of the prior year. This increase was
principally due to the additional debt obtained to finance the SSDS business
combination as well as from higher debt levels associated with financing a
larger amount of receivables.
PROVISION FOR INCOME TAXES
Income tax expense, as a percentage of income before income taxes,
decreased to 42.5% in the three months ended June 30, 2000, from 43.5% in the
comparable period of the prior year. The lower effective tax rate in the three
months ended June 30, 2000 is largely attributable to a reduction in the
Company's non-deductible goodwill amortization expense as a percentage of
pre-tax income.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is hereby incorporated by reference
to the Company's annual report on Form 10-K for the year ended March 31, 2000,
filed with the SEC on June 29, 2000. There have been no material changes in the
Company's market risk from that disclosed in the Company's 2000 Form 10-K.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Operating activities during the three months ended June 30, 2000 provided
net cash of approximately $6.8 million. This largely resulted from a $5.6
million decrease in receivables, which was due to improved collections of our
outstanding customer invoices. Additionally, we had net income of $1.4 million
and a decrease in other noncurrent assets of $2.1 million that related to the
escrow associated with the SSDS business combination which was paid in
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February 2000. These amounts were partially offset by decreases in both accounts
payable and accrued expenses.
INVESTING ACTIVITIES
Our investing activities used $14.7 million during the three months ended
June 30, 2000. This was primarily due to the SSDS business combination in April
2000.
FINANCING ACTIVITIES
During the three months ended June 30, 2000, our financing activities
provided cash of approximately $7.9 million. This resulted primarily from $8.0
million of borrowings under two notes issued to two financial institutions made
in connection with the SSDS business combination.
As of June 30, 2000, working capital was $36.3 million, compared to $37.6
million at March 31, 2000. At June 30, 2000, the Company had approximately $12.9
million available for borrowing under its revolving line of credit facility.
YEAR 2000 COMPLIANCE
Over two years ago, we established a Year 2000 Committee to analyze the
potential impact of the Year 2000 issue to our systems, to lead the efforts to
achieve Y2K compliance, and to advise senior management on the related risks and
solutions. Our company-wide effort included participation from the Board of
Directors and a dedicated information technology staff. As the result of these
efforts, we were able to remediate and test our critical information technology
systems in advance of December 31, 1999. Through the current date, we have not
had any material unresolved problems related to Year 2000, including the
changeover from December 31, 1999 to January 1, 2000, and the leap day, February
29, 2000. In addition, none of our major suppliers have failed to meet their
obligations as a result of Year 2000 issues. We have not had any costs
associated with Year 2000 issues during the three-month period ended June 30,
2000. Currently, we do not expect to incur any additional expenses for Year 2000
remediation.
During the near term, we plan to continue to monitor our internal and
licensed information technology and non-information technology systems, as well
as those of the third parties with whom we conduct business, to ensure that any
latent Year 2000 issues that may arise are addressed promptly. Although we do
not anticipate significant future costs relating to our continuing Year 2000
compliance efforts, we cannot provide any assurance as to the magnitude of any
future costs until a more significant period of time has passed from the Year
2000 changeover.
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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
None
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
None
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:
10.1 Employment Agreement between the Company and Edward H. Bersoff dated
as of April 1, 2000.*
10.2 Employment Agreement between the Company and Randall C. Fuerst dated
as of April 1, 2000.*
10.3 Employment Agreement between the Company and Linda E. Hill dated as
of April 1, 2000.*
10.4 Employment Agreement between the Company and Paul G. Leslie dated as
of April 1, 2000.*
10.5 Employment Agreement between the Company and Todd A. Stottlemyer
dated as of April 1, 2000.*
11 Statement regarding computation of per share earnings.
27 Financial data schedule.
* Management contract or compensatory plan or arrangement.
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B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended June 30,
2000.
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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, 2000 BTG, INC.
/s/ Todd A. Stottlemyer
-----------------------
Todd A. Stottlemyer
Duly Authorized Signatory and
Chief Financial and Administrative Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
10.1 Employment Agreement between the Company and Edward H. Bersoff
dated as of April 1, 2000.*
10.2 Employment Agreement between the Company and Randall C. Fuerst
dated as of April 1, 2000.*
10.3 Employment Agreement between the Company and Linda E. Hill
dated as of April 1, 2000.*
10.4 Employment Agreement between the Company and Paul G. Leslie
dated as of April 1, 2000.*
10.5 Employment Agreement between the Company and Todd A.
Stottlemyer dated as of April 1, 2000.*
11 Statement regarding computation of per share earnings.
27 Financial data schedule.
</TABLE>
* Management contract or compensatory plan or arrangement.
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