<PAGE> 1
===============================================================================
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 0-14161
ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 95-2579365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Route 2, North Stonington, Connecticut 06359
(Address of principal executive office)
(Zip Code)
(860) 599-3910
(Registrant's telephone number, including area code)
_____________________________________
(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 proceeding 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.
As of the close of business November 10, 1997, the registrant had
outstanding 2,381,577 shares of Common Stock.
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<PAGE> 2
CONTENTS
Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 5
Part II. OTHER INFORMATION REQUIRED IN REPORT
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of
Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
i
<PAGE> 3
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $38,157 $35,507 $75,607 $67,995
Costs & expenses 36,709 33,709 72,316 64,700
------- ------- ------- -------
Operating earnings 1,448 1,798 3,291 3,295
------- ------- ------- -------
Other deductions (income):
Interest expense 72 98 103 174
Interest income (43) (23) (61) (60)
Gain on sale of joint venture (1,591) -- (1,591) --
Equity in (income) loss of
joint venture (17) 37 (5) (22)
Other, net 198 176 404 339
------- ------- ------- -------
(1,381) 288 (1,150) 431
------- ------- ------- -------
Earnings before income taxes 2,829 1,510 4,441 2,864
Income taxes 1,745 660 2,441 1,222
------- ------- ------- -------
Net earnings 1,084 850 2,000 1,642
======= ======= ======= =======
Earnings(loss) per common and
common equivalent share:
Primary $0.42 $0.35 $0.80 $0.68
------- ------- ------- -------
Fully Diluted $0.41 $0.34 $0.76 $0.66
======= ======= ======= =======
Weighted average shares and
common equivalent shares
outstanding
Primary 2,511 2,411 2,437 2,417
Fully Diluted 2,601 2,429 2,580 2,433
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, 1997 (UNAUDITED) MARCH 31, 1997
------ ------------------------------ --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,616 $ 2,977
Contract receivables 26,772 24,693
Notes and other receivables 317 422
Prepaid expenses 1,054 777
------- ------
Total current assets 32,759 28,869
Property, buildings, and equipment, net 13,813 13,964
Other assets:
Goodwill, net of accumulated amortization 9,567 9,464
Product development costs, net
of accumulated amortization 242 564
Deposits and other 419 410
Deferred Compensation Plan investments 3,272 3,033
Investment in joint venture -- 1,392
Deferred income taxes 294 117
------- -------
13,794 14,980
------- -------
TOTAL ASSETS $60,366 $57,813
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current installments of long-term debt $ 321 $ 313
Accounts payable 1,823 1,246
Accrued expenses 9,636 9,376
Dividends payable -- 693
Deferred income taxes 471 663
------- -------
Total current liabilities 12,251 12,291
Long-term debt, excluding current installments 2,329 2,490
Other long-term liabilities 3,273 3,043
------- -------
TOTAL LIABILITIES 17,853 17,824
------- -------
Shareholders' equity:
Common stock, $.125 stated value
Authorized 7,500,000 shares; issued and
outstanding, 2,370,266 shares at September
30, 1997 and 2,295,787 at March 31, 1997 296 287
Additional paid-in capital 8,525 8,010
Retained earnings 33,692 31,692
------- -------
TOTAL SHAREHOLDERS' EQUITY 42,513 39,989
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $60,366 $57,813
======= =======
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE> 5
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Earnings $ 2,000 $ 1,642
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH PROVIDED BY OPERATIONS:
Gain on sale of joint venture (1,591) --
Equity in income of joint venture (17) (22)
New product development write-off 281 --
Depreciation and amortization of fixed assets 1,181 1,270
Amortization of goodwill 291 241
Amortization of product development costs 74 28
Loss on sale of equipment 92 33
Decrease (increase) in:
Contract receivables (2,079) 2,198
Notes and other receivables 105 166
Prepaid expenses (275) 245
Other assets (245) (1)
Increase (decrease) in:
Accounts payable and accrued expenses 837 (564)
Provision for deferred income taxes (369) (182)
Other long-term liabilities 230 (77)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 515 4,977
-------- --------
INVESTING ACTIVITIES:
Additions to property, buildings, and equipment (1,102) (876)
Product development costs (33) (196)
Proceeds from the sale of equipment 4 5
Proceeds from sale of joint venture 3,000 --
Acquisition of business units (net of cash acquired) (423) (5,485)
-------- --------
NET CASH PROVIDED BY (USED) INVESTING ACTIVITIES 1,446 (6,552)
-------- --------
FINANCING ACTIVITIES:
Proceeds from long-term borrowings -- 1,690
Repayments of long-term debt (153) (136)
Proceeds from sale of common stock 966 161
Repurchase of common stock (442) (1,481)
Dividends paid (693) (659)
-------- --------
NET CASH USED BY FINANCING ACTIVITIES (322) (425)
-------- --------
Increase (decrease) in cash and cash equivalents 1,639 (2,000)
CASH AND CASH EQUIVALENTS:
Beginning of period 2,977 4,179
-------- --------
End of period $ 4,616 $ 2,179
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 6
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
1. The information furnished in the accompanying unaudited Consolidated
Statements of Operations, Consolidated Balance Sheets, and Consolidated
Statements of Cash Flows reflect all adjustments (consisting only of items of
a normal recurring nature) which are, in the opinion of management, necessary
for a fair statement of the Company's results of operations and financial
position for the interim periods. These financial statements should be read
in conjunction with the audited consolidated financial statements and notes
included in the Company's Annual Report for the year ended March 31, 1997.
2. Earnings per share is computed by deducting from net earnings the income
attributable to the potential exercise of stock options by employees of
Integrated Performance Decisions. This amount is then divided by the weighted
average number of common shares outstanding and common stock equivalents.
3. On July 18, 1997, the Company sold its interest in Automation Software,
Incorporated to its joint venture partner, Brown & Sharpe Manufacturing Co.
(NYSE:BNS) of Kingston, Rhode Island for $3 million. Net cash proceeds from
the sale were $1.8 million, and as a result of the company's investment of
approximately $1.4 million in the joint venture as of the date of the sale, a
net after-tax gain of $405 thousand was recognized in the current quarter
ended September 30, 1997.
RECENT (1997) ACCOUNTING PRONOUNCEMENTS BY THE FINANCIAL ACCOUNTING STANDARD
BOARD
SFAS NO. 128 "EARNINGS PER SHARE". The statement is effective for periods ending
after December 15, 1997, and will be adopted by the company as of December 31,
1997. The adoption of this statement will not have a material impact on reported
net income per common share.
SFAS NO. 129, "DISCLOSURE OF INFORMATION ABOUT CAPITAL STRUCTURE". The statement
is effective for periods ending after December 15, 1997. This statement will
have no impact on disclosures within the financial statements.
SFAS NO. 130, "REPORTING COMPREHENSIVE INCOME". The statement is effective for
fiscal years beginning after December 15, 1997, and will be adopted by the
Company for fiscal year 1999.
SFAS NO. 131, "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION". The statement is effective for periods beginning after December
15, 1997, and will be adopted by the Company for fiscal year 1999.
4
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
During the second quarter ended September 30, 1997 the Company sold its
interest in Automation Software, Incorporated ("ASI") to its joint venture
partner, Brown & Sharpe Manufacturing Co., (NYSE:BNS) of Kingston, Rhode Island
for $3 million. Net cash proceeds from the sale were $1.8 million, and as a
result of the Company's investment of approximately $1.4 million in the joint
venture as of the date of the sale, the net after tax gain of $405 thousand was
recognized in the current quarter ended September 30, 1997 ("ASI gain").
In addition, in the quarter the Company recognized charges totaling $530
thousand or $318 thousand after tax primarily for capitalized software
development costs to support customers in the natural gas business and software
development and related costs for image processing products ("Software Charges")
which the Company deemed to be unrecoverable.
The net effect of the ASI gain and software charges was an after tax gain
of $87 thousand or $0.03 per share. Due to the non-recurring nature of this
gain, key financial results are presented in the tables below both with and
without the ASI gain and software charges to facilitate a thorough
understanding of the Company's operating results.
A summary of comparative results for the quarter and six-month periods
ended September 30, 1997 and September 30, 1996 is as follows:
<TABLE>
<CAPTION>
(UNAUDITED) PERCENT CHANGE
THREE MONTHS ENDED SEPTEMBER 30, --------------------------
INCLUDING EXCLUDING INCLUDING EXCLUDING
ASI GAIN & ASI GAIN & ASI GAIN & ASI GAIN &
SOFTWARE SOFTWARE SOFTWARE SOFTWARE
CHARGES CHARGES CHARGES CHARGES
1997 1997 1996
---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $38,157 $35,507 7.5 7.5
Operating earnings 1,448 1,978 1,798 (19.5) 10.0
Earnings before income taxes 2,829 1,768 1,510 87.4 17.1
Net earnings 1,084 997 850 27.5 17.3
Net Earnings per common share: 0.42 0.39 0.35 20.0 11.4
Weighted average shares and
common equivalent shares 2,511 2,511 2,411 4.1 4.1
outstanding
<CAPTION>
(UNAUDITED) PERCENT CHANGE
SIX MONTHS ENDED SEPTEMBER 30, --------------------------
INCLUDING EXCLUDING INCLUDING EXCLUDING
ASI GAIN & ASI GAIN & ASI GAIN & ASI GAIN &
SOFTWARE SOFTWARE SOFTWARE SOFTWARE
CHARGES CHARGES CHARGES CHARGES
1997 1997 1996
---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $75,607 $75,607 $67,995 11.2 11.2
Operating earnings 3,291 3,821 3,295 (0.1) 16.0
Earnings before income taxes 4,441 3,380 2,864 55.1 18.0
Net earnings 2,000 1,913 1,642 21.8 16.5
Net Earnings per common share: 0.80 0.77 0.68 17.6 13.2
Weighted average shares and
common equivalent shares 2,437 2,437 2,417 0.8 0.8
outstanding
</TABLE>
5
<PAGE> 8
Revenue increased 7.5% to $38.2 million for the three months ended
September 30, 1997 from $35.5 million for the three months ended September 30,
1996. For the six-month period ended September 30, 1997 (the first six months
of fiscal 1998), revenue increased 11.2% to $75.6 million compared with $68.0
million in the first six months of fiscal 1997. The increase in revenue is
mainly attributable to growth in both the Company's core defense business and
commercial training business. The Company's non-defense federal agency revenue
decreased in the current quarter and six-month period due to the completion of
training work in the prior year that was not renewed.
Contractual backlog at September 30, 1997 was $470 million, compared to
$481 million as of March 31, 1997 and $544 million reported for the same period
last year. Backlog is within a normal range for the Company.
For the quarter and six-month period ended September 30, 1997, operating
earnings, excluding the software charges discussed above, were $2.0 million and
$3.8 million, respectively, compared with $1.8 million and $3.3 million in the
comparable quarter and six-month period ended September 30, 1996.
Operating margins excluding the software charges were 5.2% for the current
quarter compared with 5.1% for the prior year quarter. Operating margins for
the six-month period ended September 30, 1997 were 5.1% compared with 4.8% in
the prior six-month period. Operating margins for both the current quarter and
six-month period were higher due primarily to higher fees earned in the
Company's core defense business.
Total other expenses as a percentage of revenue, excluding the ASI gain,
were 0.6% for the current quarter, compared to 0.8% for the prior year quarter.
For the six-months ended September 30, 1997 and 1996, total other expenses as a
percentage of revenue were 0.6%. For both the current quarter and six-month
period ended September 30, 1997, interest-expense decreased and interest income
increased due in part to the sale of ASI. In addition, for the current quarter,
the Company recorded income achieved by ASI, prior to its sale, of $17,000
compared to a loss of $37,000 for the quarter ended September 30, 1996.
Earnings before income taxes, excluding the non-recurring items, increased
17.1% to $1.8 million for the second quarter of fiscal 1998 from $1.5 million
in the second quarter of fiscal 1997. For the first six months of fiscal 1998,
earnings before income taxes without non-recurring items increased 18.0% to $3.4
million from $2.9 million for the same period in the prior fiscal year. The
increases for the quarter and six-months were due largely to higher revenue and
improved margins.
The Company's effective tax rates on earnings were 61.7% for the second
quarter and 55.0% for the first six months of fiscal 1998 compared with 43.7%
and 42.7% for the second quarter and first six months of fiscal 1997. Excluding
the taxes recorded in conjunction with the ASI gain, the effective tax rates on
earnings were 45.2% and 44.0% for the second quarter and first six months of
fiscal 1998, respectively. The effective tax rates associated with the ASI sale
were higher due to the recognition of associated deferred taxes on undistributed
earnings of the joint venture.
Net earnings for the second quarter of fiscal 1998 were $1.1 million, or
$0.42 per share compared with $850 thousand or $0.35 per share for the prior
fiscal year quarter. For the first six months of fiscal 1998, net earnings were
$2.0 million or $0.80 per share. This compares to net earnings for the first
six months of fiscal 1997 of $1.6 million, or $0.68 per share. The net of the
non-recurring items discussed earlier contributed $0.03 to the quarter and six
month earnings per share.
The weighted average number of common and common equivalent shares
outstanding increased to 2.5 million in the second quarter of fiscal 1998
compared with 2.4 million in the second quarter of fiscal 1997. For both the
current and prior year six-month periods the weighted average number of common
and common equivalent shares outstanding remained constant at 2.4 million. The
increase in the number of shares in the current quarter was primarily the
result of an increase in the number of common equivalent shares outstanding due
to the Company's stock options and a higher average stock price.
6
<PAGE> 9
LIQUIDITY & CAPITAL RESOURCES
- -----------------------------
For the six-month period ended September 30, 1997, net cash provided by
operating activities totaled $515 thousand. Cash generated by net earnings,
after consideration of non-cash charges for depreciation, was largely offset by
an increase in contract receivables of $2.1 million.
Contract receivables totaled $26.8 million, $24.7 million and $25.2
million as of September 30, 1997, March 31, 1997, and September 30, 1996 and
represented 44%, 43%, and 42%, respectively, of total assets at each of those
dates. The average period for payment to the Company was 64 days at September
30, 1997, 58 days at March 31, 1997 and 65 days as of September 30, 1996. The
increase in collection period as of September 30, 1997 is the result of an
increase in unbilled receivables under the Company's firm fixed price contracts
that are billable only upon completion of work and temporary delays in payments
due to the Government's transition of the paying office for the Company's
Vector Research Division's invoices.
Net cash provided by financing activities for the six-months ended
September 30, 1997 was $1.4 million. Cash provided from the proceeds received
from the sale of ASI of $3.0 million was offset in part by the purchase of
equipment and the acquisition of the assets of a small company in California,
Interactive Media Solutions, Inc. on April 1, 1997.
Net cash used by financing activities for the first six months of fiscal
1998 totaled $322 thousand. The primary uses of cash from financing activities
were for the payment of dividends and the repurchase of the Company's common
shares. On May 30, 1997, the Company announced that it had expanded its share
repurchase program. The Company's Board of Directors authorized the repurchase
of an additional 300,000 shares or a total of up to 500,000 shares in amounts
and at times and prices to be determined by the Company's management. Since the
program was initiated in March 1996, the company has repurchased 206,000
shares. Since March 31, 1997 the Company has repurchased 30,300 shares under
this repurchase program at current market prices on the date of purchase. There
are approximately 2.4 million shares outstanding.
Any capital needs not satisfied by cash generated from operations were,
and in the future will be, met with money borrowed by the Company under its
revolving credit agreement. The total funds available to the Company under this
agreement at September 30, 1997 were $20.0 million. There were no borrowings
under the Company's revolving credit agreement at September 30, 1997 and March
31, 1997. Borrowings under the Company's borrowing agreement were $1.7 million
as of September 30, 1996.
The Company acquired the assets of Command Control, Inc. ("CCI") related to
its Command and Control, Computers, Communications and Intelligence ("C4I")
service business on October 27, 1997. CCI provides C4I services to the U.S.
Army as well as other government and commercial clients. There were no other
definitive capital commitments as of September 30, 1997. However, the Company
will continue to seek strategic acquisitions that fit its acquisition criteria.
It is anticipated that the Company's existing cash, together with funds
generated from operations and borrowings under its revolving credit agreement,
will be sufficient to meet its normal working capital requirements for the
foreseeable future.
The Company believes that inflation has not had a material effect on its
business.
FORWARD-LOOKING STATEMENTS
- --------------------------
This report contains forward-looking statements, within the meaning of The
Private Securities Litigation Reform Act of 1995. These statements are based on
current expectations and are subject to a number of risks and uncertainties.
Forward-looking statements are set forth in the paragraphs above that discuss
the Company's backlog, liquidity, and capital resources. The Company cautions
readers that actual results could differ materially from those in the
forward-looking statements. The factors that could cause actual results to
differ materially include the following: general economic conditions, Navy
program funding priorities, budget reductions in defense programs, delays in
the development and acceptance of new products, and pricing pressures from
competitors and/or customers. A more complete discussion of business risk
factors is included in the Company's Form 10-K for the year ended March 31,
1997.
7
<PAGE> 10
PART II. OTHER INFORMATION REQUIRED IN REPORT
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
a. The 1997 Annual Meeting of Shareholders was held on August 5,
1997.
b. The following matters were voted upon at the meeting and the
votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes as to each such matter, are as
follows:
(1) Election of the following individuals to the Board of
Directors:
Total Votes Cast For Withheld
---------------- --------- --------
Nelda S. Nardone 1,632,611 1,616,601 16,010
Thurman F. Naylor 1,632,611 1,616,169 16,442
Directors Whose Term of Office as Director Continued After the
Meeting:
Gary P. Bennett
James B. Fox
Larry M. Fox
David M. Nolf
Dennis G. Punches
(2) Appointment of KPMG Peat Marwick as independent auditors
of the Company for fiscal year 1998: 1,621,660 FOR;
9,903 AGAINST; and 1,048 ABSTAINED.
(3) Approval of the 1997 A&T Stock Option Plan: 1,031,822
FOR; 79,255 AGAINST; 17,216 ABSTAINED; and 504,318
BROKER NO VOTES.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
11 Earnings Per Share Calculation
27 Financial Data Schedule
b. Reports on Form 8-K
A report on Form 8-K dated July 21, 1997 reporting Item 5,
"Other Events" and Item 7, "Financial Statements and Exhibits"
was filed on July 25, 1997.
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.
ANALYSIS & TECHNOLOGY, INC.
Date: November 12, 1997 /s/Gary P. Bennett
-------------------------------- --------------------------------------
Gary P. Bennett
President and CEO
Date: November 12, 1997 /s/David M. Nolf
-------------------------------- --------------------------------------
David M. Nolf
Executive Vice President
9
<PAGE> 12
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
EXHIBITS
TO
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------------
FOR THE QUARTER ENDED: SEPTEMBER 30, 1997
COMMISSION FILE NUMBER: 0-14161
---------------------------
ANALYSIS & TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
================================================================================
<PAGE> 13
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS
-------------- ------------------------
11 EARNINGS PER SHARE CALCULATION
27 FINANCIAL DATA SCHEDULE
i
<PAGE> 1
Exhibit 11
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary:
- -------
Weighted average shares
outstanding 2,341,848 2,339,817 2,319,421 2,343,680
Net effect of dilutive stock
options based on the treasury
stock method using the
average market price 168,862 71,210 117,891 73,039
---------- ---------- ---------- ----------
Total 2,510,710 2,411,027 2,437,312 2,416,719
========== ========== ========== ==========
Net earnings $1,084,119 $ 849,559 $2,000,259 $1,642,306
Net effect of earnings attributable
to subsidiary stock options (23,098) (18,735) (43,226) (26,466)
---------- ---------- ---------- ----------
Net earnings 1,061,021 830,824 1,957,033 1,615,840
========== ========== ========== ==========
Earnings per common and
common equivalent share $ 0.42 $ 0.35 $ 0.80 $ 0.68
========== ========== ========== ==========
Fully Diluted:
- -------------
Weighted average shares
outstanding 2,341,848 2,339,817 2,319,421 2,343,680
Net effect of dilutive stock
options based on the treasury
stock method using the
ending market price 259,214 89,251 260,400 89,394
---------- ---------- ---------- ----------
Total 2,601,062 2,429,068 2,579,821 2,433,074
========== ========== ========== ==========
Net earnings $1,084,119 $ 849,559 $2,000,259 $1,642,306
Net effect of earnings attributable
to subsidiary stock options (23,098) (18,735) (43,226) (26,466)
---------- ---------- ---------- ----------
Net earnings 1,061,021 830,824 1,957,033 1,615,840
========== ========== ========== ==========
Earnings per common and
common equivalent share $ 0.41 $ 0.34 $ 0.76 $ 0.66
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 4,616
<SECURITIES> 0
<RECEIVABLES> 26,772
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 32,759
<PP&E> 33,874
<DEPRECIATION> 20,061
<TOTAL-ASSETS> 60,366
<CURRENT-LIABILITIES> 12,251
<BONDS> 0
0
0
<COMMON> 296
<OTHER-SE> 42,217
<TOTAL-LIABILITY-AND-EQUITY> 60,366
<SALES> 0
<TOTAL-REVENUES> 75,607
<CGS> 0
<TOTAL-COSTS> 72,316
<OTHER-EXPENSES> (1,192)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42
<INCOME-PRETAX> 4,441
<INCOME-TAX> 2,441
<INCOME-CONTINUING> 2,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,000
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0.76
</TABLE>
