SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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For the quarterly period ended December 31, 1994 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
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Bolt Beranek and Newman Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2164398
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 CambridgePark Drive, Cambridge, Massachusetts 02140
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 873-2000
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__________________________________________________________________________
(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
January 31, 1995: 17,221,571
Exhibit index appears on page 15
BOLT BERANEK AND NEWMAN INC.
INDEX
Page No.
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Part I. Financial Information
Consolidated Statements of Operations -
Three Months Ended December 31, 1994 and 1993...... 3
Consolidated Statements of Operations -
Six Months Ended December 31, 1994 and 1993........ 4
Consolidated Balance Sheets -
as of December 31, 1994 and June 30, 1994.......... 5
Consolidated Statements of Cash Flows -
Six Months Ended December 31, 1994 and 1993........ 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............14
Signatures...........................................14
PART I. FINANCIAL INFORMATION
BOLT BERANEK AND NEWMAN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Dollars in thousands, except per-share data
Three Months Ended
-------------------------
December 31 December 31
1994 1993
------------ ------------
Revenue:
Services $ 40,994 $ 40,448
Products 10,178 7,959
------------ ------------
51,172 48,407
------------ ------------
Costs and expenses:
Cost of services 27,633 27,370
Cost of products 4,390 3,195
Research and development expenses 6,345 5,874
Selling, general and administrative expenses 17,911 14,496
------------ ------------
56,279 50,935
------------ ------------
Loss from operations (5,107) (2,528)
Interest income 593 535
Interest expense (1,094) (1,135)
Minority interests 445 585
Other income (expense), net 3,538 877
------------ ------------
Loss before income taxes (1,625) (1,666)
Provision for income taxes 300
------------ ------------
Net loss $ (1,925)$ (1,666)
============ ============
Net loss per share $ (.11)$ (.10)
============ ============
Shares used in per-share calculations 16,819,000 16,079,000
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
Six Months Ended
-------------------------
December 31 December 31
1994 1993
------------ ------------
Revenue:
Services $ 85,370 $ 83,243
Products 17,545 15,094
------------ ------------
102,915 98,337
------------ ------------
Costs and expenses:
Cost of services 56,293 57,588
Cost of products 6,975 6,020
Research and development expenses 12,300 11,178
Selling, general and administrative expenses 33,946 27,603
------------ ------------
109,514 102,389
------------ ------------
Loss from operations (6,599) (4,052)
Interest income 1,210 1,224
Interest expense (2,220) (2,336)
Minority interests 741 585
Other income (expense), net 3,535 966
------------ ------------
Loss before income taxes (3,333) (3,613)
Provision for income taxes 400
------------ ------------
Net loss $ (3,733)$ (3,613)
============ ============
Net loss per share $ (.22)$ (.23)
============ ============
Shares used in per-share calculations 16,717,000 16,029,000
The accompanying notes are an integral
part of the consolidated financial statements
BOLT BERANEK AND NEWMAN INC.
CONSOLIDATED BALANCE SHEETS
Dollars in thousands December 31 June 30
1994 1994
----------- -----------
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and temporary investments $ 56,572 $ 67,115
Accounts receivable, net 42,301 41,503
Inventories, net 985 1,114
Other current assets 5,621 3,592
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Total current assets 105,479 113,324
Property, plant and equipment, net 22,147 19,658
Other assets 7,647 2,958
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$ 135,273 $ 135,940
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,868 $ 4,279
Accrued compensation and retirement plan 6,492 5,198
Accrued restructuring charges 10,533 12,566
Other accrued costs 15,458 19,832
Deferred revenue 13,883 11,112
----------- -----------
Total current liabilities 52,234 52,987
6% convertible subordinated debentures due 2012 73,510 73,510
Commitments and contingencies
Minority interests 1,479 2,172
Shareholders' equity:
Common stock, $1 par value, authorized:
100,000,000 shares; issued: 21,558,635 shares at
December 31, 1994 and 21,253,890 shares at
June 30, 1994 21,559 21,254
Additional paid-in capital 58,215 55,916
Foreign currency translation adjustment 323 337
Accumulated deficit (39,860) (36,127)
----------- -----------
40,237 41,380
Less shares in treasury, at cost: 4,527,464 shares
at December 31, 1994 and 4,797,734 shares at
June 30, 1994 32,187 34,109
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Total shareholders' equity 8,050 7,271
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$ 135,273 $ 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
Six Months Ended
-----------------------
December 31 December 31
1994 1993
----------- -----------
Cash flows from operating activities:
Net loss $ (3,733)$ (3,613)
Adjustments to reconcile net loss to net cash provided
(used) by operating activities:
Depreciation and amortization 4,733 4,435
Amortization of goodwill and capitalized software 374 704
Contract adjustments (3,546) (913)
Change in assets and liabilities:
Accounts receivable (298) 4,057
Inventories 50 586
Other assets (2,347) 1,741
Accounts payable and other liabilities 1,355 1,918
Accrued restructuring charges (2,033) (2,686)
Deferred revenue 1,971 (1,932)
Other (654) (1,130)
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Total adjustments (395) 6,780
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Net cash provided(used) by operating
activities (4,128) 3,167
Cash (used) by investing activities:
Additions to property, plant and equipment (6,112) (2,600)
Acquisition of BARRNET (2,000)
----------- -----------
Cash (used) by investing activities (8,112) (2,600)
----------- -----------
Cash provided by financing activities:
Proceeds from sale of LightStream stock 5,000
Proceeds from employee stock purchase and
option plans 1,697 1,685
Sale of treasury shares 213
----------- -----------
Cash provided by financing activities 1,697 6,898
----------- -----------
Net increase(decrease)in cash and temporary
investments (10,543) 7,465
Cash and temporary investments-beginning of period 67,115 56,835
----------- -----------
Cash and temporary investments-end of period $ 56,572 $ 64,300
=========== ===========
Supplemental cash flow information:
Interest paid $ 2,205 $ 2,213
=========== ===========
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. BARRNET Acquisition
On August 19, 1994, BBN Internet Services Corporation acquired, from
Stanford University, the Bay Area Regional Research Network ("BARRNET"),
a leading provider of Internet services in the San Francisco Bay Area,
for approximately $6,500,000 consisting principally of $2,000,000 of
cash, 270,270 shares of BBN's common stock and 200,000 shares of BBN
Internet Services Corporation's common stock. The common stocks issued
were valued at their fair value which reflects a discount attributable
to their restricted nature. 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 $4,500,000 is being amortized over ten years.
C. SURAnet Acquisition
In December 1994, BBN Internet Services Corporation and the Southeastern
Universities Research Association ("SURA") signed a non-binding letter
of intent under which BBN Internet Services Corporation would acquire
the SURAnet Internet service, a leading provider of Internet services in
the Southeast.
D. Sale of LightStream Corporation
On December 8, 1994, Cisco Systems, Inc. ("Cisco") and LightStream
Corporation, a majority-owned subsidiary of the company ("LightStream"),
entered into an Asset Purchase Agreement (the "Asset Purchase
Agreement") pursuant to which Cisco agreed to buy all or substantially
all of the assets of LightStream, a corporation which develops and
markets computer networking products based upon asynchronous transfer
mode ("ATM") technology, for a cash consideration of $120,000,000. The
sale, which was completed on January 11, 1995, will be reflected in the
company's third quarter results. Under the terms of the sale, the
company, which owns in excess of 80% of the equity interest in
LightStream, will receive from LightStream approximately 83% of the net
distribution of the proceeds of the transaction, and UB 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 an escrow fund, and periodically declining portions of
BOLT BERANEK AND NEWMAN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
D. Sale of LightStream Corporation (continued)
such amount 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 will operate from
the company's former facility in Billerica, Massachusetts. The company
anticipates it will record a gain from the sale, net of tax, of
approximately $80,000,000 after considering the minority interest and
estimated costs to be incurred in connection with the sale. For the
six months ended December 31, 1994, LightStream reported revenue of
approximately $8,400,000 and an operating loss of approximately
$3,700,000, and for the period from inception on October 16, 1993
through December 31, 1993, LightStream reported revenue of approximately
$500,000 and an operating loss of approximately $3,000,000. In FY1994,
prior to the formation of LightStream, the company's ATM activities
were conducted by its then Communications Division and resulted in an
operating loss of approximately $3,600,000 for the first quarter ended
September 30, 1993. These results are not included in the results of
LightStream for the six months ended December 31, 1993.
E. 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 three and six months ended December 31, 1994.
Other income for the three and six months ended December 31, 1994 and
1993 also includes approximately $900,000 resulting from lower than
expected costs associated with a previously divested contract.
F. 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)
G. Segment Information
The following is a summary of business segments information for the
three and six months ended December 31, 1994 and 1993, respectively.
All data are shown net of intersegment transactions.
Three Months Ended Six Months Ended
December 31 December 31
_________________ _________________
Dollars in thousands 1994 1993 1994 1993
________ ________ ________ ________
Revenue:
Internetworking $ 22,603 $ 18,525 $ 46,289 $ 38,647
Data analysis software 8,338 9,061 16,391 17,609
Collaborative systems &
acoustic technologies 20,231 20,821 40,235 42,081
________ ________ ________ ________
$ 51,172 $ 48,407 $102,915 $ 98,337
======== ======== ======== ========
Income (loss) from operations:
Internetworking $ (2,441)$ (3,071) $ (3,194)$ (4,795)
Data analysis software (2,014) (25) (2,285) 334
Collaborative systems &
acoustic technologies 41 1,072 222 1,232
Unallocated corporate expenses (693) (504) (1,342) (823)
________ _________ ________ ________
$ (5,107)$ (2,528) $ (6,599)$ (4,052)
======== ========= ======== ========
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 December 31, 1994, the company reported a net
loss of $1.9 million, or $.11 per share, on revenue of $51.2 million,
compared to a net loss of $1.7 million, or $.10 per share, on revenue of
$48.4 million for the same period a year ago.
For the six months ended December 31, 1994, the company reported a net
loss of $3.7 million, or $.22 per share, on revenue of $102.9 million,
compared to a net loss of $3.6 million, or $.23 per share, on revenue of
$98.3 million for the same period a year ago. Results for the three and
six month periods of the current year include other income of $3.5 million
and results for the prior year periods included approximately $0.9
million, arising from adjustments to contracts associated with the
company's former simulation business.
Results for the current year include losses at BBN Internet Services
Corporation and at BBN Software Products Corporation, reflecting increased
investment in sales and marketing activities. The increase in the
company's revenue reflects increases primarily at LightStream Corporation
and also at BBN Internet Services Corporation, which were partially offset
by a decline in the company's acoustic and defense communications
activities and in lower sales of its mature data analysis software
products.
The previously announced sale of substantially all of the assets of
LightStream Corporation to Cisco Systems, Inc., which was completed on
January 11, 1995, will be reflected in the company's third quarter
results. The LightStream sale is expected to result in a gain to the
company of approximately $80.0 million.
Revenue
---------
Revenue for the three and six months ended December 31, 1994 increased
$2.8 million and $4.6 million, respectively, from the prior year periods,
primarily reflecting increases of approximately $3.8 million and $7.9
million, respectively, at LightStream Corporation. These increases,
together with lower increases at BBN Internet Services Corporation, were
partially offset by continued declines in the company's acoustic and
defense communications activities and in lower sales of its mature data
analysis software products. Services revenue from LightStream Corporation
for the three and six months ended December 31, 1994 of $1.2 million and
$3.6 million, respectively, 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.
BOLT BERANEK AND NEWMAN INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
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 $9.7 million and $10.3 million of revenue has been
recorded under the contract in the six months ended December 31, 1994 and
1993, respectively.
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 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 has been investing heavily in the
development of 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.
On December 8, 1994, Cisco Systems, Inc. ("Cisco") agreed to buy all of
the assets of LightStream Corporation. The sale, which was completed on
January 11, 1995, will be reflected in the company's third quarter
results. Reference is made to footnote D 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
BOLT BERANEK AND NEWMAN INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
software operates on Unix-based workstations, utilizing a number of
established graphical user interfaces. Planned subsequent releases will
operate on personal computers. Sales of BBN/Cornerstone to date in FY1995
have not been financially significant. The company is more tightly
integrating 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. As part of this effort, the company
is increasing its research and development expenditures and is investing
in additional sales and marketing personnel. The company is focusing its
software application solutions primarily on the manufacturing and health
industries. The company believes that the future success of its data
analysis and visualization software will primarily depend upon the timely
integration of its BBN/Cornerstone and RS/Series software and the release
of future software applications that permit operation on personal
computers.
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 Internet connectivity services and to develop value-added services.
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 large
communications and software companies, including MCI, IBM, AT&T, and
Microsoft, and there are no substantial barriers to entry. The company's
success in the Internet services market will depend heavily upon its
ability to timely establish 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. Moreover, the company
may make additional acquisitions in support of its Internet business
strategy.
In August 1994, BBN Internet Services Corporation acquired the Bay Area
Regional Research Network ("BARRNET"), a leading provider of Internet
services in the San Francisco Bay Area, for approximately $6.5 million
consisting principally of $2.0 million of cash, 270,270 shares of BBN's
common stock and 200,000 shares of BBN Internet Services Corporation's
common stock. In December 1994, the company and the Southeastern
Universities Research Association ("SURAnet") signed a non-binding letter
of intent under which BBN Internet Services Corporation would acquire the
SURAnet Internet service, the leading provider of Internet services in the
Southeast. That transaction is expected to be completed during the third
quarter.
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 six months ended December 31, 1994 was 63% and 61%, respectively,
compared to 63% and 65%, respectively, for the corresponding prior year
periods. The decrease in the cost of sales percentage for the six-month
period in FY1995 is principally due to the technology license and initial
development fees from strategic partnering agreements at LightStream
Corporation.
Research and Development Expenses
-----------------------------------
Research and development expenses for the three and six months ended
December 31, 1994 were $6.3 million and $12.3 million, respectively,
compared to $5.9 million and $11.2 million, respectively, for the
comparable prior year periods. Research and development spending on the
LightStream ATM products for the three and six months ended December 31,
1994 was $1.9 million and $3.9 million, respectively, compared to $2.2
million and $4.3 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 increase in FY1995
relates primarily to data analysis and visualization software products.
Selling, General and Administrative Expenses
----------------------------------------------
Selling, general and administrative expenses for the three and six
months ended December 31, 1994 increased $3.4 million and $6.3 million,
respectively, from the prior year periods reflecting the investment the
company is making primarily in the sales and marketing of its new products
and services at BBN Internet Services Corporation, BBN Software Products
Corporation and BBN Hark Systems Corporation. The company expects that
this trend will continue through FY1995.
Liquidity and Capital Resources
---------------------------------
As of December 31, 1994, the company's cash and temporary investments,
which consisted primarily of money market funds and short term U.S.
government securities, were $56.6 million, a decrease of $10.5 million
from June 30, 1994. The decrease is primarily attributable to capital
additions and the BARRNET acquisition.
The company expects to net approximately $80.0 million from the sale of
substantially all of the assets of LightStream Corporation, after
considering income taxes (including utilization of substantially all of
the Company's net operating loss carryforwards and tax credit
carryforwards), the minority interest and estimated costs to be incurred
in connection with the sale.
PART II. OTHER INFORMATION
BOLT BERANEK AND NEWMAN INC.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 1986 Stock Incentive Plan, as amended
10.2 BBN Hark Systems Corporation 1995 Stock Option Plan
10.3 BBN Internet Services Corporation 1994 Stock Option Plan
10.4 BBN Software Products Corporation 1993 Stock Option Plan,
as amended
11.1 Computation of Net 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: February 14, 1995
BOLT BERANEK AND NEWMAN INC.
LIST OF EXHIBITS
10.1 1986 Stock Incentive Plan, as amended
10.2 BBN Hark Systems Corporation 1995 Stock Option Plan
10.3 BBN Internet Services Corporation 1994 Stock Option Plan
10.4 BBN Software Products Corporation 1993 Stock Option Plan, as
amended
11.1 Computation of Net Loss Per Share
27.1 Financial Data Schedule