-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nLF31QfXWoKIOq6SiJESVbOJG716BDtvu/jh9ajgI4BFNzgZSxiG2vMRy9QQqS2j /w9fOLLZVh55WycGCUlUqw== 0000013021-95-000006.txt : 19950517 0000013021-95-000006.hdr.sgml : 19950517 ACCESSION NUMBER: 0000013021-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOLT BERANEK & NEWMAN INC CENTRAL INDEX KEY: 0000013021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042164398 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06435 FILM NUMBER: 95539927 BUSINESS ADDRESS: STREET 1: 150 CAMBRIDGE PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6178732000 10-Q 1 SECURITIES AND EXCHANGE COMMISSIOON Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report Pusuant to Section 13 or 15(d) of the Securities - ----- Exchange Act of 1934 For the quarterly period ended March 31, 1995 or _____ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 1-6435 --------------------------------- Bolt Beranek and Newman Inc. - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2164398 - ------------------------------------ --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 150 CambridgePark Drive, Cambridge, Massachusetts 02140 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 873-2000 --------------------- __________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares of common stock, $1.00 par value, outstanding as of April 30, 1995: 17,283,345 Exhibit index appears on page 17 BOLT BERANEK AND NEWMAN INC. INDEX Page No. -------- Part I. Financial Information Consolidated Statements of Operations - Three Months Ended March 31, 1995 and 1994 ......3 Consolidated Statements of Operations - Nine Months Ended March 31, 1995 and 1994 .......4 Consolidated Balance Sheets - as of March 31, 1995 and June 30, 1994 ..........5 Consolidated Statements of Cash Flows - Nine Months Ended March 31, 1995 and 1994 .......6 Notes to Consolidated Financial Statements ..........7 Management's Discussion and Analysis of Financial Condition and Results of Operations ............10 Part II.Other Information Item 6. Exhibits and Reports on Form 8-K ..........16 Signatures .........................................16 PART I. FINANCIAL INFORMATION BOLT BERANEK AND NEWMAN INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Dollars in thousands, except per-share data Three Months Ended -------------------------- March 31 March 31 1995 1994 ----------- ----------- Revenue: Services $ 42,996 $ 40,847 Products 8,961 7,678 ----------- ----------- 51,957 48,525 ----------- ----------- Costs and expenses: Cost of services 31,398 29,314 Cost of products 2,117 2,937 Research and development expenses 6,662 5,954 Selling, general and administrative expenses 17,377 12,676 ----------- ----------- 57,554 50,881 ----------- ----------- Loss from operations (5,597) (2,356) Interest income 1,724 494 Interest expense (1,103) (1,142) Minority interests (11,826) 743 Other income (expense), net 105,096 2 ----------- ----------- Income (loss) before income taxes 88,294 (2,259) Provision for income taxes 13,827 ----------- ----------- Net income (loss) $ 74,467 $ (2,259) =========== =========== Net income (loss) per share $ 4.11 $ (.14) =========== =========== Shares used in per-share calculations 18,118,000 16,295,000 The accompanying notes are an integral part of the consolidated financial statements BOLT BERANEK AND NEWMAN INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Dollars in thousands, except per-share data Nine Months Ended -------------------------- March 31 March 31 1995 1994 ----------- ----------- Revenue: Services $ 128,366 $ 124,090 Products 26,506 22,772 ----------- ----------- 154,872 146,862 ----------- ----------- Costs and expenses: Cost of services 87,493 86,815 Cost of products 9,096 9,031 Research and development expenses 18,980 17,179 Selling, general and administrative expenses 51,498 40,245 ----------- ----------- 167,067 153,270 ----------- ----------- Loss from operations (12,195) (6,408) Interest income 2,933 1,718 Interest expense (3,323) (3,478) Minority interests (11,085) 1,328 Other income (expense), net 108,631 968 ----------- ----------- Income (loss) before income taxes 84,961 (5,872) Provision for income taxes 14,227 ----------- ----------- Net income (loss) $ 70,734 $ (5,872) =========== =========== Net income (loss) per share $ 3.96 $ (.36) =========== =========== Shares used in per-share calculations 17,864,000 16,116,000 The accompanying notes are an integral part of the consolidated financial statements BOLT BERANEK AND NEWMAN INC. CONSOLIDATED BALANCE SHEETS Dollars in thousands March 31 June 30 1995 1994 ----------- ----------- (Unaudited) (Audited) ASSETS - ------ Current assets: Cash and temporary investments $ 118,576 $ 67,115 Restricted cash 12,069 Accounts receivable, net 47,160 41,503 Inventories, net 1,416 1,114 Other current assets 3,739 3,592 ----------- ----------- Total current assets 182,960 113,324 Property, plant and equipment, net 25,841 19,658 Goodwill, net 18,357 Other assets 3,202 2,958 ----------- ----------- $ 230,360 $ 135,940 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 6,147 $ 4,279 Accrued compensation and retirement plan 5,695 5,198 Accrued restructuring charges 9,598 12,566 Income taxes payable 12,594 Other accrued costs 19,192 19,832 Deferred revenue 15,809 11,112 ----------- ----------- Total current liabilities 69,035 52,987 6% convertible subordinated debentures due 2012 73,510 73,510 Commitments and contingencies Minority interests 3,362 2,172 Shareholders' equity: Common stock, $1 par value, authorized: 100,000,000 shares; issued: 21,802,090 shares at March 31, 1995 and 21,253,890 shares at June 30, 1994 21,802 21,254 Additional paid-in capital 59,083 55,916 Foreign currency translation adjustment 1,148 337 Retained earnings (deficit) 34,607 (36,127) ----------- ----------- 116,640 41,380 Less shares in treasury, at cost: 4,527,464 shares at March 31, 1995 and 4,797,734 shares at June 30, 1994 32,187 34,109 ----------- ----------- Total shareholders' equity 84,453 7,271 ----------- ----------- $ 230,360 $ 135,940 =========== =========== The accompanying notes are an integral part of the consolidated financial statements BOLT BERANEK AND NEWMAN INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Dollars in thousands Nine Months Ended --------------------------- March 31 March 31 1995 1994 Cash flows from operating activities: ------------ ------------ Net income (loss) $ 70,734 $ (5,872) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 6,919 6,659 Amortization of goodwill and capitalized software 465 1,120 Contract adjustments (3,546) Gain from LightStream sale (105,096) Minority interest 11,826 743 Change in assets and liabilities: Accounts receivable (6,163) 558 Inventories (516) 662 Other assets (100) 3,635 Accounts payable and other liabilities 2,169 3,535 Accrued restructuring charges (2,968) (4,319) Income taxes payable 12,594 Deferred revenue 3,061 (70) Other (639) (2,707) ------------ ------------ Total adjustments (81,994) 9,816 ------------ ------------ Net cash provided (used) by operating activities (11,260) 3,944 Cash provided (used) by investing activities: Proceeds from LightStream sale 98,200 Restricted cash (12,069) Additions to property, plant and equipment (11,313) (4,479) Acquisition of SURAnet (12,960) Acquisition of BARRnet (2,000) ------------ ------------ Net cash provided (used) by investing activities 59,858 (4,479) ------------ ------------ Cash provided by financing activities: Proceeds from employee stock purchase and option plans 2,863 2,197 Proceeds from sale of LightStream stock to minority shareholder 5,000 Sale of treasury shares 213 ------------ ------------ Cash provided by financing activities 2,863 7,410 ------------ ------------ Net increase in cash and temporary investments 51,461 6,875 Cash and temporary investments-beginning of period 67,115 56,835 ------------ ------------ Cash and temporary investments-end of period $ 118,576 $ 63,710 ============ ============ Supplemental cash flow information: Interest paid $ 2,205 $ 2,225 ============ ============ The accompanying notes are an integral part of the consolidated financial statements BOLT BERANEK AND NEWMAN INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A.Basis of Presentation The financial information included herein, with the exception of the consolidated balance sheet at June 30, 1994, has not been audited. However, in the opinion of management, all material adjustments, consisting only of normal recurring accruals necessary for a fair presentation of the results for these periods, have been reflected. The results for these periods are not necessarily indicative of the results for the full fiscal year. Certain amounts reported for the prior periods presented have been reclassified to be consistent with the current year's presentation. These reclassifications primarily relate to the formation in FY1995 of distinct commercial business units. B.SURAnet Acquisition On March 31, 1995, BBN Planet Corporation acquired, from the Southeastern Universities Research Association, the SURAnet Internet service organization, a provider of Internet services in the Southeast. Substantially all of the SURAnet net assets were acquired for approximately $12,960,000 in cash and the assumption of certain operating liabilities of approximately $5,100,000. The transaction was accounted for using the purchase method of accounting. Accordingly, the acquired assets and liabilities were recorded at their estimated fair values on the date of the acquisition. The aggregate cost in excess of net assets acquired of approximately $14,000,000 is being amortized over ten years. C.Sale of LightStream Corporation The sale of the assets of the company's majority-owned subsidiary LightStream Corporation to Cisco Systems, Inc. ("Cisco") for a cash consideration of $120,000,000, which was completed on January 11, 1995, is reflected in the company's third quarter results. The company will receive 83% of the net proceeds and Ungermann-Bass Networks, Inc., which owns the minority interest in LightStream, will receive the remainder. Of the cash consideration paid to LightStream, $12,000,000 was placed in a restricted escrow fund, and periodically declining portions of such amount together with interest are to be maintained for up to two years following the closing of the transaction, subject to any claims under the Asset Purchase Agreement by Cisco. As part of the sale, Cisco hired substantially all of the employees of LightStream, and is operating from the company's former facility in Billerica, Massachusetts. The company recorded a pre-tax gain from the sale of approximately $105,000,000 before minority interest of $11,800,000 and income taxes of $13,800,000. LightStream's FY1995 results through the date of the sale include revenue of approximately $8,400,000 and an operating loss of approximately $3,700,000. For the comparable nine-month period of FY1994, the company's ATM activities resulted in aggregated revenue of approximately $1,100,000 and an operating loss of approximately $11,000,000. In FY1994, prior to the formation of LightStream, the company's ATM activities were conducted by its then Communications Division. BOLT BERANEK AND NEWMAN INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) D.Other Income In December 1994, the company settled a claim with the U.S. government for approximately $700,000. This settlement resulted in an approximately $2,550,000 reduction in liabilities and is included in other income for the nine months ended March 31, 1995. Other income for the nine months ended March 31, 1995 and 1994 also includes approximately $900,000 resulting from lower than expected costs associated with a previously divested contract. E.Commitments and Contingencies The company, like other companies doing business with the U.S. government, is subject to routine audit, and in certain circumstances to inquiry, review, or investigation, by U.S. government agencies, of its compliance with government procurement policies and practices. In April 1991, the company was informed that it was the subject of an investigation by U.S. government agencies of its compliance with certain government procurement policies and practices. No allegations have been made by the government agencies. Based upon government procurement regulations, under certain circumstances a contractor violating or not complying with procurement regulations can be subject to legal or administrative proceedings, including fines and penalties, as well as be suspended or debarred from contracting with the government. The company's policy has been and continues to be to conduct its activities in compliance with all applicable rules and regulations. The company is subject to other legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the results of these other legal proceedings and claims will not have a material effect on the company's consolidated financial position and results of operations. BOLT BERANEK AND NEWMAN INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) F.Segment Information The company conducts its business in three business segments: "Internetworking" which consists of its BBN Planet subsidiary; the networking activities of its Systems and Technologies Division, including network services, defense communications, X.25 network systems and the T/10 Integrated Access Device business activities; and the former activities of its LightStream subsidiary; "Data analysis software" which consists primarily of its BBN Software Products subsidiary; and "Collaborative systems and acoustic technologies" which includes the Systems and Technologies Division's services in distributed computing, education technology, speech processing and sensor systems and acoustic engineering; and the activities of its BBN HARK Systems subsidiary. The following is a summary of business segments information for the three and nine months ended March 31, 1995 and 1994, respectively. All data is shown net of intersegment transactions. Three Months Ended Nine Months Ended March 31 March 31 ____________________ ____________________ Dollars in Thousands 1995 1994 1995 1994 _________ _________ _________ _________ Revenue: Internetworking $ 19,326 $ 18,616 $ 65,612 $ 57,264 Data analysis software 10,609 8,774 27,000 26,383 Collaborative systems and acoustic technologies 22,022 21,135 62,260 63,215 _________ _________ _________ _________ $ 51,957 $ 48,525 $ 154,872 $ 146,862 ========= ========= ========= ========= Income (loss) from operations: Internetworking $ (1,847) $ (2,912) $ (4,806) $ (7,647) Data analysis software (1,322) 223 (3,602) 633 Collaborative systems and acoustic technologies (1,363) 424 (1,315) 1,694 Unallocated corporate expenses (1,065) (91) (2,472) (1,088) _________ _________ _________ _________ $ (5,597) $ (2,356) $ (12,195) $ (6,408) ========= ========= ========= ========= Certain amounts reported for the prior periods presented have been reclassified to be consistent with the current year's presentation. BOLT BERANEK AND NEWMAN INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary - ------- For the three months ended March 31, 1995, the company reported net income of $74.5 million, or $4.11 per share, on revenue of $52.0 million. These results include a pre-tax gain of approximately $105.0 million from the previously announced sale of substantially all of the assets of LightStream Corporation to Cisco Systems, Inc. For the same period a year ago, the company reported a net loss of $2.3 million, or $.14 per share, on revenue of $48.5 million. The company's loss from operations in the third quarter of FY1995 was $5.6 million compared to $2.4 million in the comparable prior year period. For the nine months ended March 31, 1995, the company reported a loss from operations of $12.2 million, compared to a $6.4 million loss from operations for the same period a year earlier. Including the $105.0 million pre-tax gain from the LightStream sale, the company reported net income of $70.7 million, or $3.96 per share, on revenue of $154.9 million, compared with a net loss of $5.9 million, or $.36 per share, on revenue of $146.9 million for the same period a year earlier. Primarily as a result of the LightStream sale, the company's cash position as of March 31, 1995 improved to $130.6 million and the company's equity position improved to $84.5 million. The company's loss from operations for both the third quarter and the nine months of FY1995 reflects increased spending on sales, marketing and new product development, particularly at BBN Planet Corporation and BBN Software Products Corporation. The loss also includes a $0.7 million charge related to the purchase by BBN Software Products of IBM's Process Analysis Navigation System software which will be used in the development of a new manufacturing methodology software system. The company's increased spending represents an accelerated investment in building the infrastructure necessary to capitalize on opportunities in the commercial marketplace. The company's FY1995 third quarter revenue increase results primarily from higher sales at BBN Planet Corporation and BBN Software Products Corporation. For the nine months ended March 31, 1995, the revenue increase reflects higher sales primarily at LightStream Corporation and at BBN Planet Corporation, partially offset by declines in the company's acoustic and defense communications businesses. The company's Systems and Technologies Division, which is primarily focused on contract research and development for the U.S. government, continued to be profitable in the third quarter of FY1995. Over the next several quarters, the company anticipates continued increased spending related primarily to its commercial activities and its return to profitability is highly dependent upon revenue growth principally at BBN Planet Corporation and BBN Software Products Corporation. BOLT BERANEK AND NEWMAN INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Revenue - ------- Revenue for the three and nine months ended March 31, 1995 increased $3.4 million and $8.0 million, respectively, from the prior year periods. The increase for the three-month period reflects higher revenue at BBN Planet Corporation and BBN Software Products Corporation. The nine-month increase reflects higher revenue at LightStream Corporation and at BBN Planet Corporation, partially offset by continued declines in the company's acoustic and defense communications activities. Services revenue from LightStream Corporation for the nine months ended March 31, 1995 of $3.6 million included up-front technology license and initial development fees from previously announced strategic partnering agreements with Tellabs Operations, Inc. and NEC Corporation. The company, like other companies doing business with the Department of Defense, has been adversely affected by reduced defense spending and expects this general decline and attendant increased competition within the defense industry to continue over the next several years. Uncertainty continues to exist on the size and scope of reductions in future defense budgets and their impact on the company's defense-related business. Further, there is the possibility that funding limitations could result in a reduction, delay, or cancellation of existing or emerging programs. These factors have reduced the company's U.S. government revenue and operating margins in recent fiscal years, and this trend is continuing in FY1995, particularly in the acoustic and defense communications systems areas. The Department of Defense's stated intention is to reduce its procurements but to maintain a strong defense technology base and to fund research and development in key areas of science and technology at near current levels. The company has strong capabilities in certain of these areas but anticipates that competition in all defense-related areas will continue to be intense. Accordingly, the company is experiencing competitive pressure which is reducing profitability and decreasing government revenue particularly in the acoustic area. In addition, the company expects that the consolidation of large defense contractors into a smaller number of very large, diverse organizations will continue, and that this will place additional downward pressure on prices. In FY1991, the Defense Information Systems Agency awarded the company a one-year contract in support of the Defense Data Network, with up to four one-year optional extensions. In September 1994, the company completed the third option year of the contract, valued at approximately $20 million. In October 1994, the company was awarded the fourth and last option year of the contract, valued at approximately $15 million, which will continue these activities through October 1995. There can be no assurance that this activity will continue beyond October 1995, and if there is additional activity related to this contract, the value of any such award, even if received by the company, would be expected to be lower than the value of the current year's option award. The company is not aware of any other defense communications procurements or requests for proposals for which the company could compete to replace the company's activities under this contract. Approximately $13.9 million and $15.0 million of revenue has been recorded under the contract in the nine months ended March 31, 1995 and 1994, respectively. BOLT BERANEK AND NEWMAN INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The company conducts its commercial businesses in environments characterized by intense competition, shortened product cycles and rapid technological change, which require significant research and development expenditures to develop new products and services which address emerging market requirements and to improve existing products. In recent years, the company's traditional commercial businesses, consisting principally of RS/Series(TM) data analysis and visualization software products and X.25 network systems, has been experiencing substantially lower revenue. During that period, the company invested heavily in the development of commercial products, primarily the LightStream(TM) Asynchronous Transfer Mode ("ATM") switch, BBN/Cornerstone(TM) data analysis and visualization software and the T/10(TM) Integrated Access Device and recently in Internet services. The sale, which took place on January 11, 1995, of substantially all of the assets of LightStream Corporation to Cisco Systems, Inc., is reflected in the company's third quarter results. Reference is made to footnote C to the consolidated financial statements for further discussion of this transaction. The company's T/10 activities are now being primarily focused on a limited number of reseller and strategic opportunities, and the future success of the T/10 is highly dependent on these opportunities. To date revenue from the T/10 has not been financially significant. The company's data analysis software products business has been affected by the growth of distributed processing and the associated use of personal computers, workstations, and other desktop computers. The company's mature data analysis software products, primarily the RS/Series software, currently operate primarily on minicomputer systems. As demand for minicomputer-based software continues to decline, the company is experiencing substantially lower RS/Series software revenue and downward pressure on prices. During the fourth quarter of FY1993, BBN Software Products Corporation introduced its BBN/Cornerstone data analysis and visualization software specifically designed for use on desktop computers in a client/server environment. The initial release of BBN/Cornerstone software operates on Unix-based workstations, utilizing a number of established graphical user interfaces. Sales of BBN/Cornerstone to date in FY1995 have not been financially significant. The company is more tightly integrating its BBN/Cornerstone software with its RS/Series products to provide platform migration and ease of use for its existing RS/Series customer base, and to provide greater capabilities and flexibility in client/server computing environments. During the third quarter of FY1995, BBN Software Products began shipment of BBN/Cornerstone for Windows. In March 1995, for $0.7 million BBN Software Products Corporation acquired the exclusive rights to IBM's Process Analysis Navigation System ("PANS"), a manufacturing methodology and software system developed by IBM's Manufacturing Technology Center. BBN Software Products Corporation will integrate and significantly enhance PANS methodology and technology with its data analysis software. As part of these efforts, the company is increasing its research and development expenditures in its software business and is investing in additional sales and marketing personnel. The company is focusing its software application solutions primarily on the manufacturing and BOLT BERANEK AND NEWMAN INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) health industries. BBN Software Products Corporation health industry offerings include applications for clinical data management (BBN/Clintrial(TM)) and adverse events tracking (BBN/ClinTRACE(TM)). The company believes that the future success of its data analysis and visualization software will depend primarily upon the development and marketing of software applications that permit operation on personal computers, continued market acceptance of health industry software products, and development and timely integration of its BBN/Cornerstone and RS/Series software. The company is significantly increasing its investment in the emerging market for Internet services. Such investment includes a substantial increase in engineering and sales personnel to support expansion of its Internet services for business and organizations, including managed access, security, training and consulting. These investments are expected to adversely affect the company's financial results for FY1995 and FY1996. The company's strategy is to provide managed connectivity services and value-added services to businesses and other organizations. The market for Internet services is rapidly expanding, and there are considerable uncertainties as to how the market will develop. Further, the Internet services business is intensely competitive, and competition is expected to increase. Competitors and companies announcing plans to enter the market currently include, in addition to regional and national Internet access providers and on-line service providers, large communications and software companies, such as MCI, AT&T, IBM and Microsoft, and there are no substantial barriers to entry. In March 1995, BBN Planet Corporation expanded its service offerings from regional to nationwide availability. The company's success in the Internet services market will depend heavily upon its ability to capitalize on this recently expanded geographic coverage and related support capabilities and to provide high quality managed Internet connectivity and functional, unique, value-added services for organizational users of the Internet at a competitive cost. The company needs to continue to rapidly attract additional experienced personnel in order to continue to expand the existing customer base and grow the business. In March 1995, BBN Planet Corporation acquired substantially all of the assets of the Southeastern Universities Research Association Internet service ("SURAnet"), a leading provider of Internet services in the Southeast, for approximately $13.0 million in cash and the assumption of certain operating liabilities of approximately $5.1 million. In March 1995, the company announced an agreement under which it will build, maintain and operate a limited portion of the America Online ("AOL") nationwide, high-speed, dial-in network. The five-year contract for building and operating the network is expected to be valued at approximately $11.0 million a year which includes substantial pass-through costs to the company for telecommunications and other services. As part of the agreement, the company will have limited access to business use of the network's excess dial-in capacity, which the company plans to resell. In support of its Internet business strategy, the company may make additional acquisitions or enter into strategic alliances. BOLT BERANEK AND NEWMAN INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Cost of Sales - ------------- Cost of services and products as a percentage of revenue for the three and nine months ended March 31, 1995 was 65% and 62%, respectively, compared to 66% and 65%, respectively, for the corresponding prior year periods. The decrease in the cost of sales percentages is principally due to a mix of higher margin software product sales in the third quarter and, for the nine-month period, both the higher margin software product sales and technology license and initial development fees from strategic partnering agreements at LightStream Corporation concentrated in the earlier periods of FY1995. Research and Development Expenses - --------------------------------- Research and development expenses for the three and nine months ended March 31, 1995 were $6.7 million and $19.0 million, respectively, compared to $6.0 million and $17.2 million, respectively, for the comparable prior year periods. The majority of the company's internally funded research and development spending is currently directed principally toward data analysis and visualization software products. The increases in the FY1995 periods relate primarily to such software products, including the $0.7 million charge for the purchase by BBN Software Products Corporation of the PANS technology, partially offset by decreased spending on the ATM switch and the T/10 Integrated Access Device. Research and development expenses for the ATM switch for the nine months ended March 31, 1995 were $3.9 million compared to $6.5 million for the comparable prior year period; such expenses were $2.2 million for the three months ended March 31, 1994. Selling, General and Administrative Expenses - -------------------------------------------- Selling, general and administrative expenses for the three and nine months ended March 31, 1995 increased $4.7 million and $11.3 million, respectively, from the prior year periods reflecting the investment the company is making primarily in the sales and marketing of its new services and products at BBN Planet Corporation, BBN Software Products Corporation and BBN Hark Systems Corporation. The company anticipates continued increased spending related to its commercial activities for the next several quarters. Liquidity and Capital Resources - ------------------------------- As of March 31, 1995, the company's cash and temporary investments, which consisted primarily of money market funds and short term U.S. government securities, were $118.6 million, an increase of $51.5 million from June 30, 1994. The third quarter increase is primarily attributable to the LightStream sale which, as of March 31, 1995, has provided $98.2 million of cash proceeds to the company after payment of certain expenses associated with the sale and initial amounts due to the minority shareholder. Additional cash payments, currently estimated to be $18.3 million, remain to be paid by the company for income taxes, amounts due the minority shareholder, and final expenses of sale. BOLT BERANEK AND NEWMAN INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) On a year-to-date basis, the $98.2 million of cash proceeds from the LightStream sale and $2.9 million of cash generated from employee stock purchase and option plans have been offset by $15.0 million expended for the SURAnet and BARRnet acquisitions, $12.1 million in restricted cash, $11.3 million for capital expenditures, and $11.2 million of cash used by operations. The restricted cash of $12.1 million will become available to the company in varying amounts, net of any claims, within two years of the closing of the LightStream sale. The increase in the company's accounts receivable balance is primarily due to the increase in revenue. The company's accrued restructuring balance relates to excess facilities costs, under long-term leases, which were associated with the company's FY1993 downsizing. The company has sublet or assigned the majority of its excess facilities under agreements with terms expiring between 1998 and 2001. The company anticipates a continued high level of capital expenditures for the near-term in support of the accelerated investment in commercial activities. In addition, the company may use a portion of its cash resources for acquisitions of or investments in businesses, products or technologies or through the formation of strategic partnerships with other companies. The company believes that its liquidity in the form of existing cash resources is adequate to meet its operating requirements through FY1996. At present, the company does not have any formal bank lines of credit. PART II. OTHER INFORMATION BOLT BERANEK AND NEWMAN INC. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.1 Deferred Compensation Plan 11.1 Computation of Net Income (Loss) Per Share 27.1 Financial Data Schedule (b) The company filed a Current Report on Form 8-K dated January 11, 1995 with the Commission on January 26, 1995, reporting on the sale of the assets of LightStream Corporation to Cisco Systems, Inc. and filing pro forma financial information consisting of a pro forma balance sheet as of December 31, 1994, and pro forma statements of operations for the year ended June 30, 1994 and for the six months ended December 31, 1994. 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. BOLT BERANEK AND NEWMAN INC. By Ralph A. Goldwasser ---------------------------------- Ralph A. Goldwasser Senior Vice President and Chief Financial Officer Date: May 15, 1995 BOLT BERANEK AND NEWMAN INC. LIST OF EXHIBITS 10.1 Deferred Compensation Plan 11.1 Computation of Net Income (Loss) Per Share 27.1 Financial Data Schedule EX-10.1 2 BOLT BERANEK AND NEWMAN INC. EXHIBIT 10.1 DEFERRED COMPENSATION PLAN 1. IN GENERAL. Bolt Beranek and Newman Inc. (the "Company") has established this Deferred Compensation Plan (the "Plan") to further its business interests by providing eligible employees an opportunity to defer a portion of their compensation of an unfunded, nonqualified basis as hereinafter provided. The Plan shall be effective April 1, 1995. 2. DEFINED TERMS. As used in the Plan, the following terms have the meanings associated with them below: "Account": A memorandum account maintained by the Administrator to reflect the Employer's unfunded deferred compensation obligation to a participant hereunder, including where the context requires any sub- account. The fact that the Company may cause a portion of its general assets, including assets held in any so-called "rabbi trust" or similar account, to be invested so as to yield results intended to approximate notional returns under the Plan shall not affect the unfunded nature of the Plan nor the rights of Participants hereunder. "Administrator": The Deferred Compensation Committee, whose members are appointed by the Board and serve at the Board's pleasure, or such other committee, person or persons as the Board may designate. The term "Administrator" shall also include delegates of any of the foregoing. "Board": The Board of Directors of the Company. "Code": The federal Internal Revenue Code, as amended. "Earnings Measure": An interest rate, stock index, bond index, mutual fund or other objective external measure of investment performance specified by the Administrator for purposes of measuring and crediting notional earnings under Section 4 (b) below. "Eligible Employee": An individual employed by an Employer who is (i) determined by the Administrator to qualify as a "highly compensated or management" employee for purposes of Sections 201 (a) (2), 301 (a) (3) and 401 (a) (1) OF ERISA, and (ii) designated by the Administrator as eligible to participate in the Plan, provided that such delegation has not been revoked by the Administrator. "Eligible Pay": Except as otherwise determined by the Administrator, Eligible Pay shall include base salary plus incentive bonuses. The Administrator in its discretion may include other remuneration in, or exclude categories of remuneration from, the definition of "Eligible Pay," either in general or in particular cases. "Employer": The Company and its Subsidiaries, or any of them. "ERISA": The Employee Retirement Income Security Act of 1974, as amended. "Fiscal Year": The Company's fiscal year, which ends June 30. "Participant": An Eligible Employee who participates in the Plan. "Subsidiary": A corporation in which the Company holds, directly or indirectly, stock possessing 50% or more of the total voting power, and any other corporation or unincorporated trade or business that the Board designates as a Subsidiary for purposes of the Plan. 3. DEFERRAL ELECTION. (a) IN GENERAL. Each Eligible Employee may elect to defer hereunder a specified portion or percentage of his or her base salary and other Eligible Pay for any Fiscal Year. Each such deferral shall be made by the Participant's delivery to the Administrator of a deferral election on or before the date specified by the Administrator, but in any case (except as provided in (b) below) prior to the first day of the Fiscal Year to which the deferral election relates. (b) FIRST YEAR OF PARTICIPATION. Notwithstanding (a) above, an individual who first becomes eligible to participate in the Plan during the course of a Fiscal Year (including any individual who becomes eligible to participate upon initial establishment of the Plan) may elect to defer a specified portion or percentage of his or her Eligible Pay for the remainder of the year by delivering to the Administrator a deferral election within 30 days of being notified of eligibility, such election to take effect as of the first day of the month next following receipt by the Administrator of such form or forms (the "initial effective date"). An election under this paragraph shall be effective as to base salary for the period commencing on the initial effective date and ending on the last day of the year, plus any incentive bonuses for the year. (c) LIMITS. Except as otherwise determined by the Administrator, an Eligible Employee may elect to defer (i) only that portion of his or her base salary for any Fiscal Year which exceeds the then limitation under Section 401 (a) (17) of the Code (as determined by the Administrator), plus (ii) all or any portion of his or her other Eligible Pay, if any. In applying (i) above to an Eligible Employee eligible to participate in the Plan for a full Fiscal Year, the limitation amount under Section 401 (a) (17) of the Code shall be treated as allocable on a prorated basis to each pay period within the Fiscal Year, with the base salary (if any) in excess of such prorated amount for each such pay period treated as eligible for deferral hereunder. In the case of any Eligible Employee eligible to participate for less than a full Fiscal Year, the Administrator shall apply the limitation of (i) above in such reasonable manner as it determines in its discretion (including any complete or partial waiver of such limitation), with a view toward maximizing opportunities for deferral without reducing a participant's compensation eligible to be taken into account under the Bolt Beranek and Newman Inc. Retirement Trust. The Administrator may impose a minimum deferral amount for anyone electing to participate in the Plan. (d) FORM OF ELECTION; IRREVOCABILITY. Each deferral election shall be made in writing on a form prescribed by the Administrator. The Administrator may condition the effectiveness of any election upon the delivery by the Participant of such other form or forms as the Administrator may prescribe. A deferral election applicable to Eligible Pay to be earned in a particular Fiscal Year shall be irrevocable once that year has begun (or, in the case of an initial year of participation described in (b) above, once the 30-day election period has expired). 4. ACCOUNTS; CREDITS. For each Participant, the Administrator shall maintain an Account reflecting deferrals and notional earnings as hereinafter provided. (a) DEFERRAL CREDITS. Each amount deferred by a Participant under Section 3 above shall be credited to the Participant's Account as of the date it would have been paid absent the deferral. In addition, for each Fiscal Year during the continuation of this Plan the Administrator shall credit such additional amounts, if any, to Participant Accounts (including an Account maintained hereunder for any Eligible Employee who is not otherwise participating in the Plan) as the Board in its complete discretion may determine, each such amount to be credited as of such date or dates as the Administrator may determine. Amounts, if any, credited pursuant to the immediately preceding sentence may differ among Participants or groups of Participants (including Eligible Employees not otherwise participating in the Plan), and nothing herein shall be construed as obligating the Board to determine or provide for any such credits for any Fiscal Year. (b) NOTIONAL EARNINGS. Not less frequently than annually, the Administrator shall adjust each Participant's Account to reflect notional earnings. Notional earnings shall be based on such Earnings Measure or Measures as the Administrator shall specify. The Administrator may, but need not, permit Participants to (i) select the Earnings Measures that will apply to their Accounts from among those specified by the Administrator, and (ii) change such Measures prospectively at any time. The Administrator shall have the absolute discretion at any time to alter or amend the Earnings Measures used in valuing and adjusting Accounts; provided, that the Administrator may not, without the written consent of the affected Participant, alter any Earnings Measure retroactively to the extent that the effect of such alteration would be to reduce the balance of the Participant's Account below what it was immediately prior to such alteration. Nothing herein shall be construed as obligating the Administrator or any Employer to set aside assets or establish a trust or other fund for purposes of the Plan. (c) FICA/MEDICARE TAXES, ETC.. To the extent any amount deferred or credited hereunder to the Account of a Participant is treated as "wages" for FICA/Medicare or FUTA tax purposes on a current basis rather then when distributed, all as determined by the Administrator, then the Administrator shall require that the Participant either (i) timely pay such taxes in cash by separate check to the Employer, or (ii) make other arrangements satisfactory to the Employer (e.g., additional withholding from other wage payments) for the payment of such taxes. To the extent a Participant fails to pay or provide for such taxes as required, the Administrator may suspend the Participant's participation in the Plan or reduce amounts credited or to be credited hereunder. 5. PAYMENT OF DEFERRED AMOUNTS. The Participant's Employer shall make distributions of Account balances as provided in this Section. All distributions shall be in cash. (a) TIME OF DISTRIBUTION. At the time of a Participant's deferral election under Section 3 above, the Participant may elect to receive all or any portion of the amount then being deferred, adjusted for notional earnings as described at Section 4(b) above, in a single lump sum at or as soon as practicable following a fixed date specified in such election (not earlier than the third anniversary of the effective date of the election) (a "fixed-term deferral"); provided, that if the Participant's employment terminates prior to the date so specified, any amounts subject to the "fixed-term deferral" then remaining to the Participant's Account shall be distributed (or commence to be distributed) upon such termination of employment. Any amounts deferred under the Plan that are not subject to a "fixed-term deferral" shall be distributed upon termination of the Participant's employment whenever occurring. The Administrator may impose additional limitations on fixed-terms deferrals and shall establish such sub-Accounts as are necessary to administer the provisions of this Section. Notwithstanding the foregoing, the Administrator may defer payment of a fixed-term deferral beyond its scheduled payment date if in the judgment of the Administrator such deferral is necessary to avoid disallowance of a deduction under Section 162 (m) of the Code. Amounts, if any, deferred pursuant to the preceding sentence shall be paid or commence to be paid not later than the date Section 162 (m) would no longer limit the deductibility of such payment, as reasonably determined by the Administrator. (b) FORM OF DISTRIBUTIONS. All fixed-term deferrals distributed prior to termination of employment shall be distributed in a single lump sum. The remainder of a Participant's Account shall be distributed, as the Participant elects (a "form of payment election"), either in a single lump sum following termination of employment or in installments that commence following termination of employment and continue over a period not to exceed ten years, subject to the following: (i) A Participant may at any time change his or her form of payment election, but only one form of payment election shall be in effect at any time and it shall control the manner in which the entirety of the Participant's Account, other than portions thereof subject to a fixed-term election, will be paid. (ii) No change in a form of payment election shall be effective unless made more than two years prior to termination of employment. (iii) If a Participant's employment terminates other than by reason of (A) retirement at or after age 65, (B) retirement with the consent of the Company at or after age 55 but before age 65, (C) disability (as determined by the Administrator), or (D) death, then notwithstanding any form of payment election then in effect, the entirety of the Participant's remaining Account shall be distributed in three annual installments or on such accelerated basis as the Administrator, in its sole discretion, may direct if the Administrator determines that an accelerated distribution would be in the best interests of the Company. In the absence of any effective form of payment election, a Participant's Account shall be distributed in a single lump sum. (c) SMALL ACCOUNTS; DISTRIBUTIONS AT DEATH. If the Participant's Account at termination of employment is $50,000 or less, or if the Participant should die at any time prior to complete distribution of his or her Account, then notwithstanding (a) and (b) above the Account or remaining Account shall be distributed promptly in a single lump sum payment. (d) INSTALLMENT PAYMENTS. Except as hereinafter provided, the amount of any installment payment under (b) above shall be determined by dividing the Participant's Account or remaining Account by the number of installments remaining to be paid. If a Participant so elects (subject to such limitations as the Administrator may prescribe), however, the fractions applied in determining each installment payment may be varied (for example, by providing that 50% of an Account is distributed in the first installment year, with the balance distributed over the remainder of the installment period). Any such election shall be made at the time of deferral under Section 3, with any changes subject to the rules of (b) above. The declining balance of the Account shall continue to be credited with notional earnings determined under Section 4(b) above until distributed in full; provided, that if the Account becomes payable otherwise than on account of (i) retirement at or after age 65, (ii) retirement with the consent of the Company at or after age 55 but before age 65, (iii) disability (as determined by the Administrator), or (iv) death, the Administrator may determine notional earnings during any installment payout period described in (b)(iii) above on the basis of such interest-rate or other measure or measures as the Administrator may determine (which measure or measures may, but need not, be the same as the Earnings Measure or Measures previously applicable to the Participant's Account). (e) DESIGNATION OF BENEFICIARY(IES). Each Participant shall designate in writing, on such form and subject to such conditions as the Administrator shall prescribe (including, in the Administrator's discretion, spousal consent in the case of married Participants), a beneficiary or beneficiaries to receive any amounts remaining to be paid hereunder at the Participant's death; but if no such beneficiary designation is in effect at the time of the Participant's death, or if the Participant's beneficiary(ies) do(es) not survive the Participant, the Administrator shall cause any such remaining benefits to be paid to the executor or administrator of the Participant's estate. (f) HARDSHIP. If a Participant suffers an unforeseeable financial emergency (caused by an event beyond the Participant's control) prior to the payment in full of his or her Account, the Participant may apply in writing for an extraordinary distribution under this paragraph. If the Administrator in its discretion determines that an unforeseeable financial emergency has occurred, the Participant's Employer will pay the Participant an amount equal to the least of the following amounts: (i) the then balance of the Participant's Account; (ii) the amount determined by the Administrator to be necessary to meet the emergency (including applicable taxes); and (iii) the maximum amount which, in the Administrator's determination, may be distributed without causing any remuneration payable to the Participant to fail to be deductible by reason of Section 162(m) of the Code. (g) TAXES. All distributions under the Plan shall be subject to reduction for applicable tax withholding. 6. ASSIGNMENT. Each Employer's obligations under the Plan shall be binding upon its successors and assigns. The rights of Participants and beneficiaries under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of such Participants and beneficiaries. Any attempt by any person other than Participants or their beneficiaries to bring a claim under the Plan shall be null and void. 7. PLAN TO BE UNFUNDED, ETC. The Plan is intended to be a "pension plan" (within the meaning of Section 3(2) of ERISA) that is unfunded for ERISA and tax purposes and that qualifies for the exemptions described in ERISA Sections 201(a)(2), 301(a)(3) and 401(a)(1). The Administrator shall be the "plan administrator" of the Plan and shall have discretion to construe its terms and determine each Eligible Employee's or Participant's eligibility for deferrals or distributions hereunder. If any person claims any benefit hereunder, the Administrator shall make and communicate its decision with respect to the claim within 90 days from the date the claim was received. Where special circumstances require additional time for processing the claim, the ninety-day response period may be extended by the Administrator to 180 days. If the Administrator does not render a written determination prior to the expiration of such 90-day (or 180-day) period, the claim will be deemed denied. If a claim hereunder is denied, the claimant may, within 60 days of such denial, appeal the denial by written request for review delivered to the Board or its designate, which request may include a request to review pertinent documents and to submit issues and comments in writing. The board or its designate shall render a decision on the appeal within 60 days (or, if special circumstances require an extension of the time for processing, 120 days) after receipt of the request for review; but if no written decision is rendered within such period(s), the appeal will be deemed denied. Nothing in this Section or in Section 4(b) shall be construed as prohibiting the Employer from establishing and maintaining a "rabbi trust" or similar trust or account in connection with the Plan, so long as the maintenance and funding of such a trust or account does not jeopardize the unfunded status of the Plan under ERISA or effective tax deferral under the Code. 8. NO CONTRACT OF EMPLOYMENT. By participating in the Plan, each Participant expressly acknowledges and agrees that (i) nothing in the Plan or in its operation, including deferrals hereunder, limits the right of the Company or any other Employer to terminate the employment of the Participant at any time, with or without cause, and that (ii) neither he or she, nor his or her beneficiaries, will claim lost compensation or tax benefits associated with discontinuance of participation in the Plan as damages or as a measure of damages in connection with any termination of employment. 9. PAYMENT OF LEGAL FEES, ETC. The Company shall promptly reimburse any Participant or former Participant for reasonable expenditures (including reasonable attorney's fees) incurred by the individual to enforce his or her rights under the Plan, but only if (a) the individual has first made written demand to the Administrator for a benefit, stating the basis for his or her claim, and the claim has been denied or deemed denied under the provisions of Section 7 above; and (b) there has been a "change in control" of the Company. For purposes of this Section, a "change in control" of the Company will be deemed to have occurred if (i) any individual, company or other entity (including a "group" within the meaning of section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act) of securities of the Company representing more than 30% of the combined voting power of the Company's then outstanding securities, (ii) there is a change of control of the Company of a kind which would be required to be reported under Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act (or a similar item in a similar schedule or form), whether or not the Company is then subject to such reporting requirement, (iii) the Company is a party to a merger, consolidation, sale of assets, or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter, or (iv) individuals who, at April 1, 1995, constitute the Board cease for any reason to constitute a majority thereof; provided, however, that any director who is not in office at April 1, 1995 but whose election by the Board or whose nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at April 1, 1995 or whose election or nomination for election was previously so approved shall be deemed to have been in office at April 1, 1995 for purposes of this definition. Notwithstanding the foregoing, a "change in control" of the Company will not be deemed to have occurred solely because of the acquisition of securities of the Company (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Company for its employees. 10. AMENDMENT AND TERMINATION. The Board may terminate the Plan at any time and may amend the Plan at any time and from time to time, with or without retroactive effect, including without limitation amendments that change the form or timing of distributions; provided, that no such action shall, without the consent of the affected Participant, reduce the balance of any Participant's Account below what it was immediately prior to the taking of such action. If it determines such action to be necessary to preserve or reinstate the Plan's status as a "top hat" plan under Sections 201(a)(2), 301(a)(3) or 401(a)(1) of ERISA, or to ensure effective tax deferral under the Plan, the Administrator may at any time exclude any individual from Participation in the Plan or may make such other changes in the deferral or distribution rules hereunder as are reasonably determined by the Administrator to be necessary to accomplish such result or results. Upon termination of the Plan in general or as to any Participant or group of Participants (including exclusion of any Participant as described in the preceding sentence), the Administrator may, but need not, provide for immediate distribution of Accounts to the affected Participant or Participants. 11. ADMINISTRATION OF THE PLAN. The Administrator shall have full power to interpret and administer the Plan and determine the eligibility of any person for benefits hereunder and the amount of any such benefit, in its discretion. Without limiting the foregoing, the Administrator shall have full discretionary power and authority, not inconsistent with the express provisions of the Plan, to select those individuals who may participate in the Plan; to determine their remuneration eligible for deferral under the Plan; to determine their eligibility to commence receipt of benefits (including, without limitation, any determination as to the proper treatment of leaves of absence and other periods when an individual is not actively rendering service to the Employer); to adopt, alter, and repeal such rules, guidelines and procedures for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to prescribe the form of any election under the Plan; and otherwise to supervise the administration of the Plan. Any discretionary action by the Administrator under the Plan that affects the rights or benefits under the Plan of an individual who is a member of the Administrator (other than an action of general applicability to all Participants) must be approved by the Compensation and Stock Option Committee of the Board. BOLT BERANEK AND NEWMAN INC. By Stephen P. Heinrich ----------------------------- Stephen P. Heinrich Date: March 20, 1995 EX-11.1 3 BOLT BERANEK AND NEWMAN INC. EXHIBIT 11.1 COMPUTATION OF NET INCOME (LOSS) PER SHARE (000's except per-share data) Three Months Ended ------------------------------------------------ March 31, 1995 March 31, 1994 ------------------------ --------------------- Fully Fully Primary Diluted Primary Diluted ----------- ----------- ----------- --------- Weighted average shares outstanding 17,192 17,192 16,295 16,295 Incremental shares from use of treasury stock method for stock options 926 1,071 (a) (a) ----------- ----------- ----------- --------- Shares used in per-share calculations 18,118 18,263 16,295 16,295 =========== =========== =========== ========= Net income (loss) $ 74,467 $ 74,467 $ (2,259) $ (2,259) =========== =========== =========== ========= Net income (loss) per share $ 4.11 $ 4.08 $ (.14) $ (.14) =========== =========== =========== ========= Nine Months Ended ------------------------------------------------- March 31, 1995 March 31, 1994 ------------------------ ---------------------- Fully Fully Primary Diluted Primary Diluted ----------- ----------- ----------- --------- Weighted average shares outstanding 16,873 16,873 16,116 16,116 Incremental shares from use of treasury stock method for stock options 991 1,221 (a) (a) ----------- ----------- ----------- --------- Shares used in per-share calculations 17,864 18,094 16,116 16,116 =========== =========== =========== ========= Net income (loss) $ 70,734 $ 70,734 $ (5,872) $ (5,872) =========== =========== =========== ========= Net income (loss) per share $ 3.96 $ 3.91 $ (.36) $ (.36) =========== =========== =========== ========= (a) Incremental shares were not used as their effect would be antidilutive. EX-27.1 4
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS AND BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000013021 BOLT BERANEK AND NEWMAN INC. 9-MOS JUN-30-1995 MAR-31-1995 130,645 0 47,160 0 1,416 182,960 25,841 0 230,360 69,035 73,510 21,802 0 0 62,651 230,360 154,872 154,872 96,589 96,589 70,478 0 3,323 84,961 14,227 70,734 0 0 0 70,734 3.96 0 The receivables amount is shown net of contract allowances and allowances for doubtful accounts. The PP&E amount is shown net of accumulated depreciation and amortization.
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