UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ...... to ......
Registrant, State of Incorporation,
Address and Telephone Number
----------------------------
GRC INTERNATIONAL, INC.
(a Delaware Corporation)
1900 Gallows Road
Vienna, Virginia 22182
(703) 506-5000
Commission I.R.S. Employer
File No. Identification No.
- ---------- ------------------
1-7517 95-2131929
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.
Outstanding at
Class of Common Stock October 31, 1999
- --------------------- ----------------
$.10 par value 12,370,435 shares
CONTENTS
Forward-Looking Statements
In addition to historical information, this Form 10-Q Quarterly Report contains
forward-looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section of this Form 10-Q captioned "Management's
Discussion and Analysis". The Company undertakes no obligation to publicly
revise these forward-looking statements, to reflect events or circumstances that
arise after the date hereof. Readers should carefully review the risk factors
described in the Company's Form 10-K Annual Report and other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-Q filed by the Company subsequent to
this Form 10-Q and any Current Reports on Form 8-K filed by the Company.
Page
----
PART I - FINANCIAL INFORMATION
A. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 8
B. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
C. PART II - OTHER INFORMATION 15
Note: The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations although the Company believes that the disclosures are
adequate to make the information presented not misleading.
It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's latest
annual report on Form 10-K.
2
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for per share data)
(unaudited)
Three Months Ended
September 30,
1999 1998
--------- ----------
Revenues $ 45,821 $ 36,756
Cost of revenues 36,992 30,964
Indirect costs and other costs 4,656 3,675
--------- --------
Operating income 4,173 2,117
Interest expense, net (230) (352)
--------- --------
Income from continuing operations
before income taxes 3,943 1,765
Income tax (provision) benefit (1,585) 1,265
--------- --------
Income from continuing operations 2,358 3,030
Gain from discontinued operations
(net of tax) --- 54
---------- ---------
Net Income $ 2,358 $ 3,084
========== =========
Income per common and
common equivalent share:
Basic
Continuing operations $ 0.22 $ 0.29
Discontinued operations --- 0.01
----------- ---------
Net income $ 0.22 $ 0.30
=========== =========
Number of shares used in basic EPS
calculation 10,959 10,214
=========== =========
Diluted
Continuing operations $ 0.21 $ 0.29
Discontinued operations --- 0.01
----------- ---------
Net income $ 0.21 $ 0.30
=========== =========
Number of shares used in diluted EPS
calculation 11,418 10,386
=========== =========
The Company had no items of other comprehensive income or loss.
The accompanying notes are an integral part of these statements.
3
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30, June 30,
1999 1999
------------ -----------
(in thousands)
CURRENT ASSETS:
Cash and cash equivalents $ 88 $ 88
Accounts receivable, net 44,935 36,438
Unbilled reimbursable costs and fees 1,322 2,924
Other receivables 1,040 1,339
Prepaid expenses and other current assets 634 522
Deferred income taxes 5,895 6,871
--------- ---------
Total current assets 53,914 48,182
--------- ---------
PROPERTY AND EQUIPMENT,
at cost, net of accumulated depreciation
and amortization of $14,040 and $13,497 9,689 9,095
--------- ---------
OTHER ASSETS:
Goodwill and other intangible assets, net 22,715 1,989
Deferred income taxes 13,428 15,428
Deposits and other 2,104 1,387
--------- ---------
Total other assets 38,247 18,804
--------- ---------
TOTAL ASSETS $ 101,850 $ 76,081
========= =========
The accompanying notes are an integral part of these statements.
4
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30, June 30,
1999 1999
------------- -----------
(in thousands)
CURRENT LIABILITIES:
Current maturities of long-term debt $ 6 $ 9
Accounts payable 5,332 5,567
Accrued compensation and benefits 14,700 14,461
Accrued expenses and other current liabilities 4,397 3,063
--------- ---------
Total current liabilities 24,435 23,100
--------- ---------
LONG-TERM LIABILITIES:
Long-term debt 16,500 12,623
Other long-term liabilities 1,244 299
--------- ---------
Total long-term liabilities 17,744 12,922
--------- ---------
COMMITMENTS AND CONTINGENCIES: --- ---
STOCKHOLDERS' EQUITY:
Commonstock, $.10 par value -
Authorized - 30,000,000 shares
Issued - 12,623,906 shares
and 10,549,003 shares 1,262 1,055
Paid-in capital 100,324 83,277
Accumulated deficit (38,070) (40,428)
--------- ---------
63,516 43,904
Less: Treasury stock, at cost; 300,000 shares (3,845) (3,845)
--------- ---------
Total stockholders' equity 59,671 40,059
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 101,850 $ 76,081
========= ========
The accompanying notes are an integral part of these statements.
5
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
September 30,
-------------------------
1999 1998
------- -------
(in thousands)
CASH FLOWS FROM CONTINUING OPERATIONS:
Income from continuing operations $ 2,358 $ 3,030
Reconciliation of income from continuing operations to net
cash provided by (used in) operating activities:
Depreciation and amortization 671 816
Deferred income tax provision (benefit) 1,584 (1,300)
Changes in assets and liabilities:
Accounts receivable and unbilled
reimbursable costs and fees 224 293
Prepaid expenses and other current assets 369 9
Accounts payable, accruals and
other current liabilities (1,809) (3,172)
Other (23) (59)
---------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,374 (383)
---------- ---------
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Gain from discontinued operations --- 54
Reconciliation of income from discontinued operations:
Non-cash charges and changes in working capital (59) 42
----------- ---------
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS (59) 96
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (412) (372)
Purchase of business, net of cash acquired (7,053) ---
---------- ---------
NET CASH USED IN INVESTING ACTIVITIES (7,465) (372)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt and capital lease obligations (12,623) (448)
Bank borrowings 16,500 488
Issuance of common stock 273 ---
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,150 40
---------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS 0 (619)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 88 3,648
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 88 $ 3,029
========== =========
The accompanying notes are an integral part of these statements.
6
GRC INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
September 30,
------------------------
1999 1998
------- -------
(in thousands)
Supplemental disclosures:
Cash paid for:
Interest $ 221 $ 421
Income taxes $ 80 $ 35
The accompanying notes are an integral part of these statements.
7
GRC INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
(unaudited)
(1) Basis of Presentation. The condensed consolidated financial statements
included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. The results of operations presented
herein are not necessarily indicative of the results to be expected for
a full year. Although the Company believes that all material
adjustments (consisting only of normal recurring adjustments) necessary
for a fair presentation of the interim periods presented are included
and that the disclosures are adequate to make the information presented
not misleading, these condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1999.
(2) New Accounting Pronouncements. For the year ending June 30, 2001, the
Company will be required to adopt SFAS 133, Accounting for Derivative
Instruments and Hedging Activities. Management does not believe
adoption of this Standard will have a material impact on its financial
statements.
(3) Debt. The Company maintains a $35 million revolving credit agreement
effective August 27, 1999. The Company has both Prime and LIBOR (London
Interbank Offered Rate) based borrowing options under the Credit
Agreement. The interest accrued on LIBOR loans is based on a ratio of
debt to cash flow. The current premium is 1.10% above the applicable
LIBOR rate. The Company also pays a performance based commitment fee,
which is currently 0.30% of the line of credit.
Debt at September 30, 1999 and June 30, 1999 consisted of the
following:
September 30, 1999 June 30, 1999
------------------ -------------
Revolving Credit Agreement $ 16,500 $ 7,873
Term Loans --- 4,750
Other 6 9
-------- --------
Total Debt 16,506 12,632
Less: Current Portion (6) (9)
-------- --------
Long Term Debt $ 16,500 $ 12,623
======== ========
(4) Acquisition of Management Consulting and Research, Inc. Effective
September 2, 1999, the Company acquired all of the outstanding stock of
Management Consulting and Research, Inc. (MCR). The net purchase price
of approximately $23 million was paid
8
with 2 million shares of GRCI's common stock valued at approximately $16
million and the remainder of approximately $7 million in net cash,
financed through the new credit agreement. The resulting $20.8 million
in goodwill is to be amortized over 30 years. MCR provides professional
services to the U.S. Government primarily in the areas of budget
analysis, cost estimating and program management. MCR's revenues are
approximately $30 million per year. The acquisition is accounted for
using the purchase method of accounting and consolidated with GRC from
the date of acquisition.
(5) Segment Information The Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" during fiscal 1999.
SFAS No. 131 establishes standards for reporting information about
operating segments and related disclosures about products and services,
geographic areas and major customers.
All of the Company's business relates to information technology
consulting services. The chief operating decision-maker is provided
information about the revenues generated by operating segment and
utilizes income before interest and taxes as a measure of segment
performance. The Company's services are delivered to clients primarily
in the United States, and the Company's long-lived assets are located
within the United States. Based on SFAS No. 131 criteria, the Company
has two reportable operating segments; U.S. Federal Government, and
Commercial. Within the U.S. Federal Government segment are sales to the
Company's largest customer, the Department of Defense ("DoD"). Revenues
from the DoD represented 98% of total U.S. Government revenues in first
quarters of both fiscal 2000 and fiscal 1999.
U.S. Federal
Government Commercial Corporate Total
---------- ---------- --------- -----
(In Thousands)
First quarter fiscal 2000
Revenues $44,031 $ 1,790 $ --- $45,821
Income before interest and taxes 4,413 248 (488) 4,173
Depreciation and amortization 337 8 326 671
Assets 71,631 3,555 28,056 103,242
Capital expenditures 319 2 91 412
First quarter fiscal 1999
Revenues $34,966 $ 1,790 $ --- $36,756
Income before interest and taxes 1,814 531 (228) 2,117
Depreciation and amortization 539 24 253 816
Assets 40,436 3,186 27,254 70,876
Capital expenditures 233 --- 139 372
9
GRC INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 and 1998
Acquisition of Management Consulting and Research, Inc.
- -------------------------------------------------------
Effective September 2, 1999, the Company acquired all of the outstanding stock
of Management Consulting and Research, Inc. (MCR). The net purchase price of
approximately $23 million was paid with 2 million shares of GRCI's common stock
valued at approximately $16 million and the remainder of approximately $7
million in net cash, financed through the new credit agreement. The resulting
$20.8 million in goodwill is to be amortized over 30 years. The operating
results of MCR are included in the consolidated operating results since the date
of acquisition.
Results of Operations - Three Months Ended September 30, 1999 and 1998
- ----------------------------------------------------------------------
Revenues
- --------
Revenues for the first quarter of fiscal 2000 increased 25% to $45.8 million
from $36.8 million for the same quarter in fiscal 1999. Revenues from the
Company's largest contract, the GCSS program, reached $9.2 million in the most
recent quarter, an increase of $4.0 million over the same period in fiscal 1999.
The recently acquired business of MCR added $2.5 million of revenue in the
current quarter for the one month since its acquisition. The remaining revenue
growth was derived from a broad base of other U.S. government contracts and
subcontracts.
The following table sets forth for the periods indicated the percentage that
certain items of income and expense bear to revenues.
Three Months Ended
------------------
9/30/99 09/30/98
------- --------
Revenues 100.0% 100.0%
Cost of revenues 80.7% 84.2%
Indirect and other costs 10.2% 10.0%
------ ------
Operating income 9.1% 5.8%
====== ======
Cost of Revenues
- ----------------
Cost of revenues for the first quarter of fiscal 2000 increased 19% to $37.0
million, or 80.7% of revenues, from $31.0 million, or 84.2% of revenues, for the
same quarter in fiscal 1999. The cost of revenue increase of $6.0 million is
primarily a result of the increase in revenues. The decrease in cost of revenues
as a percent of revenues is partially due to two non-recurring
10
items, which resulted in the recognition of approximately $920 thousand of
revenue with no associated costs. These items related to favorable settlement of
government cost audits completed in the quarter ($700 thousand) and settlement
of an old claim for a contract overrun ($220 thousand). The remainder of the
decrease of cost of revenues as a percentage of revenues is due to efficiencies
achieved in labor productivity, program management, and control of other
operating costs.
Indirect Expenses and Operating Income
- --------------------------------------
Indirect expenses consist of selling, general and administrative, research and
development, and other costs. Indirect expenses for the first quarter of fiscal
2000 increased $1.0 million to $4.7 million from $3.7 million for the first
quarter of fiscal 1999. Indirect expenses as a percentage of revenue were 10.2%
for first quarter 2000, compared to 10.0% for first quarter 1999.
Operating income for the first quarter of fiscal 2000 increased 97% to $4.2
million, or 9.1% of revenues, from $2.1 million, or 5.8% of revenues, for the
same quarter of fiscal 1999. The one-time revenue items of $920 thousand
discussed above added 2.0% to operating margins in the most recent quarter.
Without these items, operating margins would have been 7.1% of revenues, an
increase of 1.3% over last year, which was related to the reduction in cost of
revenues.
Net Interest Expense
- --------------------
Net interest expense for the first quarter of fiscal 2000 decreased 35% to $230
thousand, from $352 thousand, for the first quarter of fiscal 1999. This
decrease of $122 thousand reflects a reduction in debt levels stemming from
positive operating cash flows in the past year, partially offset by the effect
of borrowings in September to complete the MCR acquisition.
Net Income Tax Provision
- ------------------------
The net tax provision recognized in the first quarter of fiscal 2000 was 40.2%
of pretax income. In the first quarter of 1999, the Company recorded a tax
benefit of $1.3 million related to the recognition of the benefit of tax net
operating losses from prior years.
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operations amounted to $3.4 million during the first
quarter of fiscal 2000, compared to cash used in operations of $383 thousand for
the first quarter of fiscal 1999. The increased operating cash flow was the
result of higher earnings before income taxes. Also, no significant income taxes
were paid in either period because of the offset available from tax net
operating loss carryforwards. Cash flows used in investing activities during the
first quarter of fiscal 2000 were $7.5 million, compared to $372 thousand used
in the first quarter of fiscal 1999, due to $7.1 million of cash used in the
purchase of MCR, Inc. The net cash requirements in the first quarter of fiscal
2000 were met through additional borrowings under the Company's bank line of
credit.
On August 27, 1999, subsequent to the fiscal year end, the Company replaced its
revolving credit and term loan with a new, 2-year revolving line of credit with
a total borrowing capacity of $35 million. The line of credit can be used for
working capital, acquisitions and for any surge in
11
working capital requirements from a slow down in customer payments which might
arise as a result of Year 2000 computer problems.
The Company believes that its cash flow from operations, particularly with the
availability of tax operating loss carryforwards to offset future tax
liabilities, and its line of credit are sufficient to meet its financing needs.
Forward Looking Statements
- --------------------------
This filing may contain "forward-looking" statements which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Factors which
could cause a material difference in results include, but are not limited to,
the following: significant changes in economic conditions or in national
priorities which result in changes in demands by the U.S. Government for the
Company's services; changes in government laws and regulations; changes in the
procurement practices of the U.S. Government which could negatively effect the
Company's ability to compete, or its profitability; the risk of termination of
any individual contract or the inability of the Company to capture the value in
its backlog because of failure of a customer to continue funding of a project;
the ability of the Company to fully staff to meet its contract requirements at
salary levels sufficient to maintain profitability; the uncertainties discussed
more fully in the section entitled "Year 2000 Issue"; and the ability of the
Company to generate sufficient taxable income in the future to fully capture the
benefit of its tax net operating loss carryforwards that are reflected in the
Company's deferred tax assets.
Year 2000 Issue
- ---------------
The Year 2000 (Y2K) problem is the result of computer programs being written
using two digits rather than four to define the applicable year. Thus, the year
1998 is represented by the number "98" in many legacy software applications.
Consequently, on January 1, 2000, the year will jump back to "00", and to
systems that are non-Y2K compliant, the time will seem to have reverted back 100
years. So, when computing basic lengths of time, the Company's computer
programs, certain building infrastructure components (including elevators, alarm
systems, telephone networks, sprinkler systems, security access systems and
certain HVAC systems) and any additional time-sensitive software that are
non-Y2K compliant may recognize a date using "00" as the year 1900. This could
result in system failures or miscalculations which could cause personal injury,
property damage, disruption of operations, and/or delays in payments from the
Company's customers, any or all of which could materially adversely effect the
Company's business, financial condition, cash flows or results of operations.
During the fourth quarter of fiscal 1998, the Company implemented an internal
Y2K compliance task force. The goal of the task force is to minimize the
disruptions to the Company's business, which could result from the Y2K problem,
and to minimize other liabilities, which the Company might incur in connection
with the Y2K problem. The task force consists of existing employees of the
Company, and no new employees have been hired specifically to address the
Company's internal Y2K issues.
Since 1998, the Company has been in the process of conducting a company-wide
assessment of its computer systems and operations infrastructure, including
systems being developed to improve business functionality, to identify computer
hardware, software, and process control
12
systems that are not Y2K compliant. The Company presently believes that all of
its business-critical computer systems, which were not Y2K-compliant, have been
replaced, upgraded or modified.
The Company's financial accounting software system was built in the 1980's on a
commercial database platform by Company employees. The Company has modified this
system to be Y2K compliant. The system has also been tested for Y2K compliance
by the vendor of the platform on which the system resides, and the vendor has
concluded that the Y2K compliance risks associated with the system are
insignificant.
The Company's management systems, such as human resources/payroll, purchasing,
and classified document control, are separate off-the-shelf commercial systems,
which are certified as Y2K compliant by the vendors of the systems. The Company
has also completed certain internal testing of the Y2K compliance of these
systems and has found them to be Y2K compliant.
The Company has also initiated communications with third parties whose computer
systems' functionality could impact GRCI. These communications have facilitated
the coordination of Y2K solutions and have permitted GRCI to determine the
extent to which the Company may be vulnerable to failures of third parties to
address their own Y2K issues. However, as to the systems of the third parties
that are linked to GRCI, in particular those of the U.S. Government, there can
be no guarantee that such systems that are not now Y2K compliant will be timely
converted to Y2K compliance.
The Company is also assessing any potential Y2K-related exposure it may have
with respect to software or hardware it has delivered to its customers. The
assessment is almost complete with no indication of material liability or
exposure.
The costs of the Company's Y2K compliance efforts are being funded with cash
flows from operations. As normal business costs, these costs are generally
reimbursable by the government under the Company's government contracts, under
present regulations. In total, these costs are not expected to be substantially
different from the normal, recurring costs that are incurred for systems
development, implementation and maintenance. As a result, these costs are not
expected to have a material adverse effect on GRCI's overall results of
operations or cash flows.
Additionally, there can be no guarantee that third parties of business
importance to GRCI, in particular the U.S. Government, will successfully and
timely reprogram or replace, and test, all of their own computer hardware,
software and process control systems. Because the majority of the Company's
business is contracted with the U.S. Government, the failure of the U.S.
Government to achieve Y2K compliance by the year 2000 could have a significant
adverse effect on GRCI's business, financial position, results of operations and
cash flows.
The Company has completed its Y2K contingency plan. The Company will continue to
modify this plan periodically prior to January 1, 2000 as additional information
is received. The Company believes there are two significant areas of potential
risk to its financial position as a result of the Y2K issue. The first
significant area of risk is the result of the Company's dependence on the
ability of the U.S. Government to meet its obligation to pay all invoices in a
timely manner. The Company has in place a revolving credit line which currently
has approximately $15 million of additional borrowing capacity that is available
to cover the effect on working capital requirements of delays that may occur in
the processing of payments by U.S.
13
Government paying offices. The Company believes the borrowing capacity to be
sufficient, but the interest cost related to such payment delays would adversely
effect the Company's earnings. The second significant area of risk is the
delivery of public utilities to its facilities. The Company has developed plans
to accommodate minor interruptions in these services, but will be unable to
avoid negative financial impact should such interruptions be extensive.
The foregoing assessment of the impact of the Y2K problem on GRCI is based on
management's best estimates at the present time, and could change substantially.
The assessment is based upon numerous assumptions as to future events. There can
be no guarantee that these estimates will prove accurate, and actual results
could differ from those estimated if these assumptions prove inaccurate.
14
PART II - OTHER INFORMATION
Items 1, 2, 3, 4 and 5 are inapplicable.
- ---------------------------------------
Item 6(a) Exhibits.
- ------------------
Exhibit No. Description
---------- -----------
3.2 Amended and Restated Bylaws
11 Statement of Computation of Earnings Per Share
27 Financial Data Schedule
Item 6(b) Reports on Form 8-K.
- -----------------------------
During the quarter ended September 30, 1999, the Company filed a Form 8-K on
September 17, 1999, relating to the acquisition of Management Consulting and
Research, Inc. ("MCR").
Subsequent to the end of the quarter, the Company filed a Form 8-K on October
26, 1999, relating to the election of Dr. Gerald R. McNichols to its board of
directors.
Also, on November 12, 1999, the Company amended its previous Form 8-K relating
to the MCR acquisition, to add certain financial information.
15
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.
GRC INTERNATIONAL, INC.
By: /s/ James P. Allen
--------------------------------------
James P. Allen
Senior Vice President, Chief Financial
Officer and Treasurer
November 15, 1999