<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-4643
ROY F. WESTON, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1501990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 WESTON WAY, WEST CHESTER, PENNSYLVANIA 19380-1499
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610)-701-3000
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 1999, the registrant had outstanding 7,857,973 shares of
Series A common stock and 2,089,019 shares of common stock.
<PAGE> 2
<TABLE>
<CAPTION>
Index Page
----- ----
<S> <C>
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 1-2
Consolidated Statements of Operations -
Three Months Ended March 31, 1999 and 1998 3
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6-8
Part II - Other Information 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
</TABLE>
<PAGE> 3
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 74 $ 3,993
Marketable securities 1,408 1,547
Accounts receivable, trade, net of allowance for doubtful
accounts of $1,942 in 1999 and $1,882 in 1998 60,026 60,476
Unbilled costs and estimated earnings on contracts in process 21,710 20,540
Deferred income taxes 2,483 2,470
Other 5,015 4,376
-------- --------
Total current assets 90,716 93,402
-------- --------
PROPERTY AND EQUIPMENT
Land 215 215
Buildings and improvements 10,900 11,500
Furniture and equipment 30,897 30,544
Leasehold improvements 1,776 1,787
Construction in progress 337 --
-------- --------
Total property and equipment 44,125 44,046
Less accumulated depreciation and amortization 34,562 34,852
-------- --------
Property and equipment, net 9,563 9,194
-------- --------
OTHER ASSETS
Goodwill, net of accumulated amortization of $4,153 in
1999 and $4,138 in 1998 1,801 1,816
Deferred income taxes 5,300 5,528
Other 10,681 11,416
-------- --------
Total other assets 17,782 18,760
-------- --------
TOTAL ASSETS $118,061 $121,356
======== ========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 4
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
CURRENT LIABILITIES
Borrowings under line of credit $ 4,400 $ 1,900
Current maturities of long-term debt 315 1,700
Accounts payable and accrued expenses 16,295 17,579
Billing on contracts in process in excess of costs and
estimated earnings 9,218 10,939
Employee compensation, benefits and payroll taxes 6,877 8,445
Income taxes payable 219 202
Other 7,645 7,783
-------- --------
Total current liabilities 44,969 48,548
-------- --------
LONG TERM DEBT 12,842 12,997
-------- --------
OTHER LIABILITIES 3,568 3,487
-------- --------
CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.10 par value, 10,500,000 shares
authorized; 3,170,294 shares issued in 1999; 3,170,294
shares issued in 1998 317 317
Series A common stock, $.10 par value, 20,500,000
shares authorized; 8,650,778 shares issued in 1999;
8,650,778 shares issued in 1998 865 865
Unrealized gain on investments 584 597
Additional paid-in capital 55,928 55,928
Retained earnings 4,078 3,707
-------- --------
61,772 61,414
Less treasury stock at cost, 1,081,275 common shares
in 1999 and 1998; 792,805 Series A common shares in
1999 and 1998 5,090 5,090
-------- --------
Total stockholders' equity 56,682 56,324
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $118,061 $121,356
======== ========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 5
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
(Thousands of Dollars)
<S> <C> <C>
Gross revenues $ 72,804 $ 54,677
Direct project costs 34,989 21,926
----------- -----------
Net revenues 37,815 32,751
----------- -----------
Expenses:
Direct salaries and other operating costs 32,723 27,953
General and administrative expenses 4,375 4,450
----------- -----------
37,098 32,403
----------- -----------
Income from operations 717 348
----------- -----------
Other income (expense):
Investment income 205 387
Interest expense (341) (373)
Other 37 (17)
----------- -----------
(99) (3)
----------- -----------
Income before income taxes 618 345
Provision for income taxes 247 138
----------- -----------
Net income $ 371 $ 207
=========== ===========
Basic earnings per share $ .04 $ .02
=========== ===========
Weighted average shares outstanding - basic 9,946,992 9,880,861
=========== ===========
Diluted earnings per share $ .04 $ .02
=========== ===========
Weighed average shares outstanding - diluted 9,946,992 9,904,474
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 6
ROY F. WESTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
---- ----
(Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 371 $ 207
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 877 1,010
Provision for losses on accounts receivable 195 238
Other (6) (111)
Change in assets and liabilities:
Accounts receivable, trade 255 5,171
Unbilled costs and estimated earnings on contracts in process (1,170) 1,324
Other current assets (639) (1,312)
Accounts payable and accrued expenses (1,284) (824)
Billings on contracts in excess of costs and estimated earnings (1,721) (3,882)
Employee compensation, benefits and payroll taxes (1,568) 532
Income taxes 17 36
Deferred income taxes 222 116
Other current liabilities (131) (780)
Other assets and liabilities 305 670
------- --------
Net cash provided by (used for) operating activities (4,277) 2,395
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments 882 1,876
Payments for purchase of investments -- (4,153)
Purchase of property and equipment, net (911) (531)
Investments in other assets (378) (162)
------- --------
Net cash used for investing activities (407) (2,970)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line of credit 2,500 --
Principal payments under long-term debt (1,735) (3,180)
Other, net -- 6
------- --------
Net cash provided by (used for) financing activities 765 (3,174)
------- --------
Net increase (decrease) in cash and cash equivalents (3,919) (3,749)
Cash and cash equivalents:
Beginning of period 3,993 10,767
======= ========
End of period $ 74 $ 7,018
======= ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 7
ROY F. WESTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows for the interim
periods. The unaudited consolidated financial statements do not include all of
the information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
and should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 1998 Annual Report to Shareholders which
is incorporated by reference in its Form 10-K filed with the Securities and
Exchange Commission. Results for the three months ended March 31, 1999 are not
necessarily indicative of results for the full year 1999.
NOTE 2 - LINE OF CREDIT AGREEMENT
The Company's line of credit was amended effective March 31, 1999 to reduce
required minimum cash balances and revise required financial ratios. The
Amendment also established a new sublimit of $8 million for working capital
borrowings.
NOTE 3 - CONSOLIDATED STATEMENTS OF CASH FLOW
Net cash refunds for income taxes were $2,000 and $183,000 in the first three
months of 1999 and 1998, respectively. Cash payments for interest were $100,000
and $103,000 in the three months ended March 31, 1999 and 1998, respectively.
The Company incurred $195,000 of capital lease obligations in the three months
ended March 31, 1999.
NOTE 4 - SEGMENTS
Net revenues and segment profit (loss) for the three months ended March 31, 1999
and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Net revenues:
Infrastructure Redevelopment $ 30,285 $ 25,282
Federal Programs 6,140 6,145
Knowledge Systems and Solutions 778 1,111
Corporate 612 213
======== ========
Consolidated $ 37,815 $ 32,751
======== ========
Segment profit (loss):
Infrastructure Redevelopment $ 3,930 $ 3,251
Federal Programs 1,228 1,067
Knowledge Systems and Solutions (197) 20
Corporate (4,343) (3,993)
======== ========
Consolidated $ 618 $ 345
======== ========
</TABLE>
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following information should be read in conjunction with the unaudited
interim consolidated financial statements and the notes thereto included in this
Quarterly Report and the audited financial statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Form 10-K filed with the Securities and Exchange
Commission for the fiscal year ended December 31, 1998.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Net income for the three months ended March 31, 1999 was $371,000 or $.04 per
share, compared to $207,000 or $.02 per share, for the three months ended March
31, 1998.
Gross revenues increased 33% to $72,804,000 for the three months ended March 31,
1999 compared to $54,677,000 in the 1998 period. Net revenues increased 15% to
$37,815,000 for the three months ended March 31, 1999, compared to $32,751,000
for the comparable 1998 period. Direct labor costs increased 17%, concentrated
in the Company's Infrastructure Redevelopment segment, due to additional
projects obtained through enhanced selling efforts. The larger increase in gross
revenues is primarily due to increased subcontracting activity, the expense of
which is passed through to the Company's clients.
For the three months ended March 31, 1999, income from operations was $717,000,
up 106% from $348,000 in the 1998 period. The increased income was due primarily
to higher net revenues. The Company experienced slightly lower margins as it
invested in additional selling resources in selected high growth infrastructure
redevelopment markets, resulting in a 3% reduction in operating utilization
compared to the 1998 first quarter. The Company expects these additional sales
efforts to yield additional revenue with improved margins.
Investment income decreased $182,000, or 47%, to $205,000 in the three months
ended March 31, 1999 due primarily to lower amounts invested. Interest expense
declined $32,000, or 9%, to $341,000 principally due to the reduction of 7%
convertible subordinated debt outstanding.
MATERIAL CHANGES IN FINANCIAL CONDITION
Cash and cash equivalents decreased $3,919,000 in the first three months of 1999
to $74,000 from $3,993,000 at December 31, 1998. Marketable securities decreased
$139,000 in the first three months of 1999 to $1,408,000 from $1,547,000 at
December 31, 1998.
Operating activities used cash of $4,277,000 for the first three months of 1999,
compared to providing $2,395,000 in the comparable 1998 period. Unbilled costs
and estimated earnings on contracts in process, net of advance billings
increased $2,891,000 in the three months ended March 31, 1999. Net cash
investments in property and equipment and other assets were $1,289,000 in the
first three months of 1999, compared to $693,000 in the comparable 1998 period.
A substantial portion of these investments related to the Company's new business
systems. Financing activities provided cash of $765,000 as the Company borrowed
$2,500,000 under its line of credit facility and repurchased $1,620,000
principal amount of its 7% convertible subordinated debentures in order to
satisfy the April 15, 1999 sinking fund requirement.
6
<PAGE> 9
The Company's revenue growth has increased the Company's cash needs to fund
working capital. If the Company continues to experience revenue growth, the
Company may be required to renegotiate limitations under its line of credit or
to seek additional financing to meet its cash needs.
YEAR 2000 ISSUES
The Company continues to implement its Y2K readiness program and as of March 31,
1999 had expended approximately $3,500,000 of the $4,250,000 to $5,250,000
expected cost of its new business systems and expended approximately $200,000 of
the $500,000 to $1,000,000 estimated to address other Y2K issues. A more
complete discussion of the Company's Y2K Readiness Disclosure is contained on
pages 12-13 of the Company's 1998 Annual Report to Shareholders.
FORWARD LOOKING STATEMENTS
From time to time, the Company, its management, or other Company representatives
may make or publish statements that contain projections, beliefs, expectations,
predictions or intentions relating to anticipated financial performance,
business prospects, potential contract value, business strategy and plans,
technological developments and other matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for these forward looking statements.
In order to comply with the terms of the safe harbor, the Company notes that a
number of factors could cause the Company's actual results, experience or
outcome to differ materially from projections, beliefs, expectations,
predictions or intentions expressed in forward looking statements. These risks
and uncertainties which may affect the operations, performance, development and
results of the Company's business, include, but are not limited to, the
following:
- - The highly competitive marketplace in which the Company operates.
- - Changes in and levels of enforcement of federal, state and local
environmental legislation and regulations.
- - The Company's ability to obtain new contracts from existing as well as
new clients, and the uncertain timing of awards and contracts.
- - The Company's ability to execute new projects and those currently in
backlog within reasonable cost estimates, as well as other contract
performance risks.
- - Funding appropriation, funding delay, and the issuance of work orders
on government projects.
- - The Company's ability to achieve any planned overhead or other cost
reductions while maintaining adequate work flow.
- - The Company's ability to obtain adequate financing for its current
operations and future expansion, including adequate financing to fund
working capital needs and the Company's acquisition strategy.
- - The Company's ability to execute its strategic plan through successful
marketing activities and continued cost containment.
7
<PAGE> 10
- - The nature of the Company's work with hazardous materials, toxic
wastes, and other pollutants, and the potential for uninsured claims or
claims in excess of insurance limits, including professional liability
and pollution claims.
- - The Company's ability to conclude and implement acquisitions of other
businesses consistent with the Company's acquisition strategy.
- - The Company's ability to retain key personnel.
The Company disclaims any intent or obligation to update forward looking
statements.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
Not Applicable.
Item 3 Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits are numbered in accordance with
the Exhibit Table of Item 601 of Regulation
S-K.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.1 Third Amendment to Credit
Agreement between the Company
and Bank of America National
Trust and Savings Association
dated as of March 31, 1999.
11 Statements of Computation of
Earnings per Share
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K. There were no reports
on Form 8-K in the three months ended March
31, 1999.
8
<PAGE> 11
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.
ROY F. WESTON, INC.
(Registrant)
Date: May 13, 1999 By: /s/ William L. Robertson
------------------------
William L. Robertson
Chief Executive Officer
(Duly Authorized Officer)
Date: May 13, 1999 By: /s/ William G. Mecaughey
------------------------
William G. Mecaughey
Vice President and
Chief Financial Officer
(Principal Financial Officer)
<PAGE> 1
Exhibit 10.1
THIRD AMENDMENT
THIS THIRD AMENDMENT dated as of March 31, 1999 (this "Amendment")
amends the Credit Agreement dated as of June 5, 1998 (the "Credit Agreement")
among ROY F. WESTON, INC. (the "Company") and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION (the "Bank"). Terms defined in the Credit Agreement are,
unless otherwise defined herein or the context otherwise requires, used herein
as defined therein.
WHEREAS, the Company and the Bank have entered into the Credit
Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as more fully set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendments. The Credit Agreement is hereby amended in
accordance with Sections 1.1 through 1.5:
1.1 Amendments to Definitions. Section 1.1 is amended by deleting the
definition of "Loan Limit" therefrom and amending the definition of "Financial
Letter of Credit" to read in its entirety as follows:
Financial Letter of Credit means any Letter of Credit
determined by the Bank to be a "financial guaranty-type Standby Letter
of Credit" as defined in footnote 13 to Appendix A to the Risk Based
Capital Guidelines issued by the Comptroller of the Currency (or in any
successor regulation, guideline or ruling by any applicable banking
regulatory authority), excluding any Letter of Credit issued (x) on
behalf of any Person issuing Bonds for the Company or any Subsidiary
and (y) in connection with the issuance of such Bonds.
1.2 Amendment to Section 2.1.1. Section 2.1.1 is amended to read in its
entirety as follows:
<PAGE> 2
2.1.1. Commitment. The Bank agrees (a) to make loans to the
Company on a revolving basis (each such loan, a "Loan") from time to
time before the Termination Date in such amounts as the Company may
request from time to time and (b) to issue standby letters of credit,
in each case containing such terms and conditions as are permitted by
this Agreement and are reasonably satisfactory to the Bank (each a
"Letter of Credit"), at the request of and for the account of the
Company from time to time before the Termination Date; provided that
(i) the sum of the aggregate principal amount of all outstanding Loans
plus the aggregate Stated Amount of all Letters of Credit shall not at
any time exceed the lesser of (x) the amount of the Commitment and (y)
the Borrowing Base; (ii) the aggregate Stated Amount of all Letters of
Credit shall not at any time exceed $7,500,000; and (iii) the sum of
the aggregate principal amount of all outstanding Loans (other than
Acquisition Loans) shall not at any time exceed $8,000,000.
1.3 Amendment to Section 6.2.1. Section 6.2.1 is amended by deleting
clause (b) therefrom.
1.4 Amendment to Section 10.6.1. Section 10.6.1 is amended to read in
its entirety as follows:
10.6.1. Cash On Hand. Not permit the combined amount of cash
and Cash Equivalent Investments of the Company and the Guarantors
contained in pledged accounts no. 6725001452, 6728014834 and 6728010516
maintained at Delaware Trust Capital Management, Wilmington, Delaware
at any time to be less than $3,000,000.
1.5 Amendment to EBITDA Ratio. Section 10.6.2 is amended to read in its
entirety as follows:
(a) EBITDA Ratio. Not permit, as of the end of any Fiscal
Quarter, the ratio of (a) the difference of (i) EBITDA for any period
of four consecutive Fiscal Quarters minus (ii) Capital Expenditures for
such period to (b) Interest Expense for such period to be less than 2.0
to 1.
SECTION 2 Representations and Warranties. The Company represents and
warrants to the Bank that (a) each warranty set forth in Section 9 of the Credit
Agreement is true and correct as
2
<PAGE> 3
of the date of the execution and delivery of this Amendment by the Company, with
the same effect as if made on such date (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they were true and correct as of such earlier date), (b) the execution and
delivery by the Company of this Amendment and the performance by the Company of
its obligations under the Credit Agreement, as amended hereby (as so amended,
the "Amended Credit Agreement"), (i) are within the corporate powers of the
Company, (ii) have been duly authorized by all necessary corporate action on the
part of the Company, (iii) have received all necessary governmental approval and
(iv) do not and will not contravene or conflict with any provision of law or of
the charter, by-laws or other organizational documents of the Company or any
Subsidiary or of any agreement, indenture, instrument or other document, or any
judgment, order or decree, which is binding on the Company or any Subsidiary and
(c) the Amended Credit Agreement is the legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or other similar laws
of general application affecting the enforcement of creditors' rights or by
general principles of equity limiting the availability of equitable remedies.
SECTION 3 Effectiveness. The amendments set forth in Section 1 above
shall become effective as of the date of this Amendment when the Bank shall have
received (a) a counterpart of this Amendment signed by Company and (b) a
confirmation in the form of Exhibit A signed by the Company and each Guarantor.
SECTION 4 Miscellaneous.
4.1 Continuing Effectiveness, etc. As herein amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. All references in the Credit Agreement and the other
Loan Documents to "Credit Agreement" or similar terms shall refer to the Amended
Credit Agreement.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto on separate counterparts, and each such
counterpart shall be deemed to be an original but all such counterparts shall
together constitute one and the same Amendment.
3
<PAGE> 4
4.3 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois applicable to contracts made and
to be performed entirely within such State.
4.4 Successors and Assigns. This Amendment shall be binding upon the
Company and the Bank and their respective successors and assigns and shall inure
to the benefit of the Company and the Bank and the respective successors and
assigns of the Bank.
4
<PAGE> 5
Delivered at Chicago, Illinois, as of the day and year first above
written.
ROY F. WESTON, INC.
By: s/William G. Mecaughey
--------------------------
Title: Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: s/Edmund H. Lester
--------------------------
Title: Senior Vice President
S-1
<PAGE> 1
Exhibit 11
ROY F. WESTON, INC. AND SUBSIDIARIES
STATEMENTS OF COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
---- ----
(Thousands of Dollars)
<S> <C> <C>
BASIC
Net income $ 371 $ 207
========== ==========
Weighted average shares outstanding 9,946,992 9,880,861
========== ==========
Basic earnings per share $ .04 $ .02
========== ==========
DILUTED
Net income $ 371 $ 207
========== ==========
Weighted average number of shares used in calculating
basic earnings per share 9,946,992 9,880,861
ADD:
Dilutive impact of stock options -- 23,613
---------- ----------
Weighted average number of shares used in calculating
diluted earnings per share 9,946,992 9,904,474
========== ==========
Diluted earnings per share $ .04 $ .02
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONSOLIDATED BALANCE SHEET OF MARCH 31, 1999 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 74
<SECURITIES> 1,408
<RECEIVABLES> 81,736<F1>
<ALLOWANCES> 1,942
<INVENTORY> 0
<CURRENT-ASSETS> 90,716
<PP&E> 44,125
<DEPRECIATION> 34,562
<TOTAL-ASSETS> 118,061
<CURRENT-LIABILITIES> 44,939
<BONDS> 12,842
1,182
0
<COMMON> 0
<OTHER-SE> 55,500
<TOTAL-LIABILITY-AND-EQUITY> 118,061
<SALES> 0
<TOTAL-REVENUES> 72,804
<CGS> 0
<TOTAL-COSTS> 72,087
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 195
<INTEREST-EXPENSE> 341
<INCOME-PRETAX> 618
<INCOME-TAX> 247
<INCOME-CONTINUING> 371
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 371
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
<FN>
<F1>Includes 21,710 of unbilled costs and estimated earnings thereon.
</FN>
</TABLE>
