<PAGE>
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 March 31, 1997
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: 000-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO 60654
444 MERCHANDISE MART (Zip Code)
CHICAGO, ILLINOIS
(Address of principal executive
offices)
(312) 222-4636
(Registrant's telephone number, including area code)
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
--- ---
As of April 30, 1997, CCC Information Services Group Inc. common stock, par
value $0.10 per share, outstanding was 23,598,539 shares.
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page(s)
Item 1. Financial Statements
Consolidated Interim Statement of Operations 3
(Unaudited), Three Months Ended March 31, 1997 and 1996
Consolidated Interim Balance Sheet, 4
March 31, 1997 (Unaudited) and December 31, 1996
Consolidated Interim Statement of Cash Flows 5
(Unaudited), Three Months Ended March 31, 1997 and 1996
Notes to Consolidated Interim Financial Statements 6-7
(Unaudited)
Item 2. Management's Discussion and Analysis 8-9
of Results of Operations and Financial Condition
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10-11
SIGNATURES 12
EXHIBIT INDEX 13
2
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Three Months Ended
------------------
March 31,
---------
1997 1996
--------- ---------
Revenues $ 36,777 $ 31,369
Expenses:
Production and customer support 8,649 7,995
Commissions, royalties and licenses 4,211 3,246
Selling, general and administrative 12,003 9,349
Depreciation and amortization 1,782 2,352
Product development and programming 4,445 4,089
--------- ---------
Total operating expenses 31,090 27,031
--------- ---------
Operating income 5,687 4,338
Interest expense (37) (1,032)
Other income, net 279 53
--------- ---------
Income before income taxes 5,929 3,359
Income tax provision (2,510) (775)
--------- ---------
Net income 3,419 2,584
Dividends and accretion on mandatorily
redeemable preferred stock (88) (793)
--------- ---------
Net income applicable to common stock $ 3,331 $ 1,791
--------- ---------
--------- ---------
INCOME PER COMMON AND COMMON EQUIVALENT SHARE:
Net income $ 0.13 $ 0.15
Dividends and accretion on mandatorily
redeemable preferred stock - (0.05)
--------- ---------
Net income applicable to common stock $ 0.13 $ 0.10
--------- ---------
--------- ---------
Weighted average common and common
equivalent shares outstanding 24,802 17,618
The accompanying notes are an integral part of these
consolidated interim financial statements.
3
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 14,806 $ 9,403
Investments in marketable securities 9,951 9,001
Accounts receivable (net of reserves of $1,967 (unaudited) and
$1,946 at March 31, 1997 and December 31, 1996, respectively) 10,822 9,772
Other current assets 4,911 3,207
------------ ------------
Total current assets 40,490 31,383
Equipment and purchased software (net of accumulated depreciation
of $21,843 (unaudited) and $20,361 at March 31, 1997 and
December 31, 1996, respectively) 8,411 8,088
Goodwill (net of accumulated amortization of $8,557 (unaudited) and
$8,893 at March 31, 1997 and December 31, 1996, respectively) 10,894 11,230
Deferred income taxes 6,608 6,410
Other assets 1,039 1,157
------------ ------------
Total Assets $ 67,442 $ 58,268
------------ ------------
------------ ------------
</TABLE>
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C>
Accounts payable and accrued expenses $ 15,110 $ 15,821
Income taxes payable 4,017 1,517
Current portion of long-term debt 122 120
Deferred revenues 9,046 5,709
Current portion of contract funding 27 123
------------ ------------
Total current liabilities 28,322 23,290
Long-term debt 80 111
Long-term deferred revenue 1,957 1,997
Other liabilities 3,897 3,889
------------ ------------
Total liabilities 34,256 29,287
------------ ------------
Mandatorily redeemable preferred stock ($1.00 par value, 100,000 shares
authorized, 4,915 designated and outstanding at March 31, 1997 (unaudited)
and December 31, 1996) 4,776 4,688
------------ ------------
Common stock ($0.10 par value, 30,000,000 shares authorized for all periods
presented, 23,593,619 (unaudited) and 23,472,355 shares issued and
outstanding at March 31, 1997 and December 31, 1996, respectively) 2,359 2,347
Additional paid-in capital 84,997 84,223
Accumulated deficit (58,567) (61,898)
Treasury stock, at cost (379) (379)
------------ ------------
Total stockholders' equity 28,410 24,293
------------ ------------
Total Liabilities, Mandatorily Redeemable Preferred Stock and
Stockholders' Equity $ 67,442 $ 58,268
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
4
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended
------------------
March 31,
---------
1997 1996
----------- -----------
Operating activities:
Net income $ 3,419 $ 2,584
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of equipment
and purchased software 1,437 2,007
Amortization of goodwill 336 336
Deferred income taxes (198) (99)
Contract funding revenue amortization (96) (1,294)
Other, net 45 124
Changes in:
Accounts receivable, net (1,050) (2,723)
Other current assets (1,704) (886)
Other assets 118 (87)
Accounts payable and accrued expenses (711) (182)
Income taxes payable 3,087 3,249
Deferred revenues 3,297 2,391
Other liabilities 8 650
--------- ---------
Net cash provided by operating activities 7,988 6,070
--------- ---------
Investing activities:
Purchases of equipment and software (1,805) (1,018)
Purchase of investment securities (950) -
Other, net - 18
--------- ---------
Net cash used for investing activities (2,755) (1,000)
--------- ---------
Financing activities:
Principal repayments on long-term debt (29) (5,824)
Proceeds from issuance of long-term debt - 4,500
Proceeds from exercise of stock options 199 10
--------- ---------
Net cash provided by (used for) financing activities 170 (1,314)
--------- ---------
Net increase in cash 5,403 3,756
Cash:
Beginning of period 9,403 3,895
--------- ---------
End of period $ 14,806 $ 7,651
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURES:
Cash (paid) received:
Interest (17) (1,028)
Income taxes, net 380 2,371
The accompanying notes are an integral part of these
consolidated interim financial statements.
5
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary, CCC Information Services Inc.
is a supplier of automobile claims information and processing services,
claims management software and communication services. The Company's services
and products enable automobile insurance company customers and collision repair
facility customers to improve efficiency, manage costs and increase consumer
satisfaction in the management of automobile claims and restoration.
As of March 31, 1997, White River Ventures Inc. ("White River") held
approximately 36% of the total outstanding common stock of the Company. White
River is a wholly owned subsidiary of White River Corporation. As a result of
White River's substantial equity interest and 51% voting power, including rights
established through its ownership interest in the Company's Mandatorily
Redeemable Series E Preferred Stock, the Company is a consolidated subsidiary of
White River.
NOTE 2 - CONSOLIDATED INTERIM FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying consolidated interim financial statements as of and for
the three months ended March 31, 1997 and 1996 are unaudited. The Company is of
the opinion that all material adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the Company's interim results
of operations and financial condition have been included. The results of
operations for any interim period should not be regarded as necessarily
indicative of results of operations for any future period. These consolidated
interim financial statements should be read in conjunction with the Company's
annual consolidated financial statements included in the Company's 1996 Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
PER SHARE INFORMATION
Earnings per share are based on the weighted average number of shares of
common stock outstanding and common stock equivalents using the treasury method.
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share," in February 1997. This
statement establishes new standards for computing and presenting earnings per
share. This statement is effective for financial statements issued for
periods ending after December 15, 1997; earlier adoption is not permitted.
Adoption of this statement will require the presentation of basic and diluted
earnings per share. If the statement had been adopted, pro forma basic and
diluted earnings per share, for the three months ended March 31, 1997, would
have been $0.14 and $0.13, respectively, and for the three months ended March
31, 1996, would have been $0.11 and $0.10, respectively.
6
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges accumulated deficit for preferred stock
accretion and preferred stock dividends accrued. These amounts totaled $0.1
million and $0.8 million during the three months ended March 31, 1997 and 1996,
respectively.
In addition to amounts reported as purchases of equipment and software in
the consolidated interim statement of cash flows, the Company has directly
financed certain noncash capital expenditures. These amounts totaled $0.5
million during the three months ended March 31, 1996.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
QUARTER ENDED MARCH 31, 1997 COMPARED WITH QUARTER ENDED MARCH 31, 1996
CCC Information Services Group Inc. ("Company") reported net income
applicable to common stock of $3.3 million, or $0.13 per share, for the quarter
ended March 31, 1997, versus net income of $1.8 million, or $0.10 per share, for
the same quarter last year. First quarter 1997 operating income of $5.7 million
was $1.3 million, or 31%, higher than the same quarter last year.
First quarter 1997 revenues of $36.8 million were $5.4 million, or
17%, higher than the same quarter last year. The increase in revenues was due
primarily to higher revenues from workflow/collision estimating software
licensing, TOTAL LOSS valuation services and ACCESS claims services.
Workflow/collision estimating software licensing revenues increased due to an
increase in the number of licenses in both the autobody and insurance markets.
The increase in Total Loss valuation services revenues is due to higher
transaction volume that resulted from product enhancements. ACCESS claims
services increased primarily as a result of higher transaction volume
Production and customer support increased from $8.0 million, or 25.5%
of revenues, to $8.6 million or 23.5% of revenues. The increase in dollars is
attributable primarily to an increase in productive and customer support
capacity following an increase in workflow/collision estimating unit
implementations. The decline as a percentage of revenue is primarily due to the
increase in revenues. Commission, royalties and licenses increased from $3.2
million, or 10.3% of revenues, to $4.2 million, or 11.5% of revenues. The
increase as a percent of revenues was due primarily to higher revenues from
collision estimating licensing which generates both a commission and a data
royalty. Selling, general and administrative increased from $9.3 million, or
29.8% of revenues, to $12.0 million, or 32.6% of revenues. The increase in
dollars and as a percentage of revenue is due primarily to the Company's efforts
to build and upgrade internal systems, an increase in the resources committed to
selling consultative services and, in the 1996 quarter, constraints imposed on
operating expenditures due to principal payment obligations and restrictive
covenants attributable to the Company's previous commercial bank credit
facility. Depreciation and amortization declined from $2.4 million, or 7.5% of
revenues, to $1.8 million, or 4.8% of revenues. The decline relates primarily to
expiration, as of March 31, 1996, of purchased software amortization associated
with the Company's acquisition of its former partner's interest in CCC
Development Company, the joint venture that initially developed the Company's
EZEST collision estimating software. Product development and programming
increased from $4.1 million, or 13.0% of revenues to $4.4 million, or 12.1% of
revenues. The decrease as a percentage of revenue was due primarily to the
increase in revenues.
Interest expense declined $1.0 million to $37 thousand due to
repayments of long-term debt and contract funding amortization, including
repayments following the Company's 1996 initial public offering of common stock.
First quarter income taxes increased from $0.8 million to $2.5 million. The
increase is attributable to higher pretax income and the release of certain
deferred income tax valuation allowances in the first quarter of 1996.
NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share," in February
1997. This statement establishes new standards for computing and presenting
earnings per share. This statement is effective for financial statements
issued for periods ending after December 15, 1997; earlier adoption is not
permitted. Adoption of this statement will require the presentation of basic
and diluted earnings per share. If the statement had been adopted, pro forma
basic and diluted earnings per share, for the three months ended March 31,
1997, would have been $0.14 and $0.13, respectively, and for the three months
ended March 31, 1996, would have been $0.11 and $0.10, respectively.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter ended March 31, 1997, net cash provided by
operating activities was $8.0 million. The Company applied $1.8 million to the
purchase of equipment and software and invested $1.0 million in marketable
securities.
Management believes that cash flows from operations and the Company's
credit facility will be sufficient to meet the Company's liquidity needs over
the next 12 months. There can be no assurance, however, that the Company will be
able to satisfy its liquidity needs in the future without engaging in financing
activities beyond those described above.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain
safe harbors regarding forward-looking statements. In that context, the
discussion under liquidity and capital resources above contains a
forward-looking statement which involves certain degrees of risk and
uncertainties. The risks and uncertainties, include, without limitation, the
effect of competitive pricing within the industry, the presence of competitors
with greater financial resources than the Company, the intense competition for
top software engineering talent and the volatile nature of technological change
within the automobile claims industry. Additional factors that could affect the
Company's financial condition and results of operations are included in the
Company's Initial Public Offering Prospectus and Registration on Form S-1 filed
with the Securities and Exchange Commission ("Commission") on August 16, 1996
and the Company's 1996 Annual Report on Form 10-K filed with the Commission on
April 3, 1997, as amended.
9
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation
arising in the normal course of business. Such claims and litigation are not
expected to have a material adverse effect on the financial condition or results
of operations of the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 of the Company's Annual Report
on Form 10-K, Commission File No. 000-28600)
3.2 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K,
Commission File No. 000-28600)
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 of the Company's Registration Statement
on Form S-1, Commission File No. 333-07287)
4.2 Stockholder's Agreement (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.3 Regulatory Contingency Agreement dated as of June 16, 1994 by and
among the Company and White River Ventures Inc. (incorporated
herein by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.4 Series C Preferred Designation (incorporated herein by reference
to Exhibit 4.4 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
4.5 Series D Preferred Designation (incorporated herein by reference
to Exhibit 4.5 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
4.6 Series E Preferred Designation (incorporated herein by reference
to Exhibit 4.6 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
10
<PAGE>
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto
(incorporated herein by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K, Commission File No.
000-28600)
10.2 Motors Crash Estimating Guide Data License (incorporated herein
by reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
10.3 Stock Option Plan (incorporated herein by reference to Exhibit
10.3 of the Company's Annual Report on Form 10-K, Commission File
No. 000-28600)
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
11
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 9, 1997 CCC Information Services Group Inc.
By: /s/ David M. Phillips
-----------------------------
Name: David M. Phillips
Title: Chairman, President
and Chief Executive Officer
By: /s/ Leonard L. Ciarrocchi
------------------------------
Name: Leonard L. Ciarrocchi
Title: Executive Vice President
and Chief Financial Officer
By: /s/ Donald J. Hallagan
-----------------------------
Name: Donald J. Hallagan
Title: Vice President and Controller
Principal Accounting Officer
12
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 of the Company's Annual Report
on Form 10-K, Commission File No. 000-28600)
3.2 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K,
Commission File No. 000-28600)
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 of the Company's Registration Statement
on Form S-1, Commission File No. 333-07287)
4.2 Stockholder's Agreement (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.3 Regulatory Contingency Agreement dated as of June 16, 1994 by and
among the Company and White River Ventures Inc. (incorporated
herein by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.4 Series C Preferred Designation (incorporated herein by reference
to Exhibit 4.4 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
4.5 Series D Preferred Designation (incorporated herein by reference
to Exhibit 4.5 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
4.6 Series E Preferred Designation (incorporated herein by reference
to Exhibit 4.6 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto
(incorporated herein by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K, Commission File No.
000-28600)
10.2 Motors Crash Estimating Guide Data License (incorporated herein
by reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
10.3 Stock Option Plan (incorporated herein by reference to Exhibit
10.3 of the Company's Annual Report on Form 10-K, Commission File
No. 000-28600)
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
13
<PAGE>
EXHIBIT 11
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31,
---------
1997 1996
-------- --------
<S> <C> <C>
Net income:
Net income $3,419 $2,584
-------- --------
-------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,511 16,321
Shares attributable to common stock equivalents outstanding 1,291 1,297
-------- --------
24,802 17,618
-------- --------
-------- --------
Net income $ 0.13 $ 0.15
-------- --------
-------- --------
Per share dividends and accretion:
Dividends and accretion $ (88) $ (793)
-------- --------
-------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,511 16,321
Shares attributable to common stock equivalents outstanding 1,291 1,297
-------- --------
24,802 17,618
-------- --------
-------- --------
Per share dividends and accretion $ - $ (0.05)
-------- --------
-------- --------
Net income per share applicable to common stock:
Net income applicable to common stock $ 3,331 $ 1,791
-------- --------
-------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,511 16,321
Shares attributable to common stock equivalents outstanding 1,291 1,297
-------- --------
24,802 17,618
-------- --------
-------- --------
Net income per share applicable to common stock $ 0.13 $ 0.10
-------- --------
-------- --------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF AND FOR THE THREE
MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CONSOLIDATED INTERIM FINANCIALS STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 14,806
<SECURITIES> 9,951
<RECEIVABLES> 12,789
<ALLOWANCES> 1,967
<INVENTORY> 0
<CURRENT-ASSETS> 40,490
<PP&E> 30,254
<DEPRECIATION> 21,843
<TOTAL-ASSETS> 67,442
<CURRENT-LIABILITIES> 28,322
<BONDS> 80
4,776
0
<COMMON> 86,977
<OTHER-SE> (58,567)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 67,442
<SALES> 0
<TOTAL-REVENUES> 36,777
<CGS> 0
<TOTAL-COSTS> 31,090
<OTHER-EXPENSES> 279<F2>
<LOSS-PROVISION> 277
<INTEREST-EXPENSE> (37)
<INCOME-PRETAX> 5,929
<INCOME-TAX> (2,510)
<INCOME-CONTINUING> 3,419
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,419
<EPS-PRIMARY> .13<F3>
<EPS-DILUTED> 0
<FN>
<F1>(OTHER-SE) - ACCUMULATED DEFICIT
<F2>(OTHER-EXPENSES) - OTHER INCOME, NET OF EXPENSES
<F3>(EPS-PRIMARY) - INCLUDES DIVIDENDS AND ACCRETION ON MANDATORILY REDEEMABLE
PREFERRED STOCK
</FN>
</TABLE>
