<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 JUNE 30, 1998
--------------------------------------------
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 95-579365
----------------------------- -----------------
(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 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.
As of the close of business August 11, 1998, the registrant had outstanding
3,670,164 shares of Common Stock.
<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 6
PART II. OTHER INFORMATION REQUIRED IN REPORT
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. CHANGES IN SECURITIES 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 9
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
FOR THE QUARTERS ENDED JUNE 30, 1998 AND 1997
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, 1998 JUNE 30, 1997
-------- --------
<S> <C> <C>
Revenue $ 41,320 $ 37,450
Costs and expenses 38,851 35,607
-------- --------
Operating earnings 2,469 1,843
-------- --------
Other expense (income):
Interest expense 84 31
Interest income (14) (18)
Equity in loss of joint venture -- 12
Other, net 312 206
-------- --------
382 231
-------- --------
Earnings before income taxes 2,087 1,612
Income taxes 919 696
-------- --------
Net earnings $ 1,168 $ 916
======== ========
Basic earnings per common share $ 0.32 $ 0.27
======== ========
Diluted earnings per common and
common equivalent shares $ 0.28 $ 0.25
======== ========
Weighted average shares and
common equivalent shares
outstanding
Basic 3,624 3,445
======== ========
Diluted 4,035 3,555
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
1
<PAGE> 4
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1998 (UNAUDITED) MARCH 31, 1998
- ------ ------------------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ -- $ 954
Contract receivables 27,704 25,637
Notes and other receivables 671 665
Prepaid expenses 1,746 832
------- -------
Total current assets 30,121 28,088
Property, buildings, and equipment, net 15,148 14,886
Other assets:
Goodwill, net of accumulated amortization 15,193 15,402
Product development costs, net of accumulated
amortization 260 302
Deferred Compensation Plan investments 3,683 3,467
Notes receivable 498 539
Deposits and other 508 505
Deferred income taxes -- 420
------- -------
20,142 20,635
------- -------
TOTAL ASSETS $65,411 $63,609
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 333 $ 329
Accounts payable 1,149 439
Accrued expenses 8,483 11,350
Dividends payable -- 766
Deferred income taxes 780 749
------- -------
Total current liabilities 10,745 13,633
Long-term debt, excluding current installments 5,261 2,161
Deferred income taxes 551 --
Other long-term liabilities 3,705 3,468
------- -------
TOTAL LIABILITIES 20,262 19,262
------- -------
Shareholders' equity:
Common stock, $.083 stated value
Authorized 11,250,000 shares; issued
and outstanding 3,619,839 shares as of
June 30, 1998 and 3,614,537 shares
as of March 31, 1998 302 301
Additional paid-in capital 8,561 8,928
Retained earnings 36,286 35,118
------- -------
TOTAL SHAREHOLDERS' EQUITY 45,149 44,347
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $65,411 $63,609
======= =======
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE> 5
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE QUARTERS ENDED JUNE 30, 1998 AND 1997
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $ 1,168 $ 916
Adjustments to reconcile net earnings to
net cash used by operating activities:
Equity in loss of joint venture -- 12
Depreciation and amortization of property, buildings
and equipment 561 626
Amortization of goodwill 242 127
Amortization of product development costs 48 48
Provision for deferred income taxes 1,002 (278)
Loss on sale of equipment 5 110
Decrease (increase) in:
Contract, notes and other receivables (2,032) 775
Prepaid expenses (914) (190)
Other assets (219) (151)
Increase (decrease) in:
Accounts payable and accrued expenses (2,157) (2,182)
Other long-term liabilities 237 140
------- -------
NET CASH USED BY OPERATING ACTIVITIES (2,059) (47)
------- -------
INVESTING ACTIVITIES:
Additions to property, buildings, and equipment (829) (620)
Product development costs (6) (7)
Proceeds from the sale of equipment 1 2
Acquisition of business units (net of cash acquired) (33) (365)
------- -------
NET CASH USED BY INVESTING ACTIVITIES (867) (990)
------- -------
FINANCING ACTIVITIES:
Repayments of long-term borrowings (81) (77)
Proceeds from long-term borrowings 3,185 --
Proceeds from sale of common stock 180 308
Repurchase of common stock (546) (443)
Dividends paid (766) (693)
------- -------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 1,972 (905)
------- -------
Decrease in cash and cash equivalents (954) (1,942)
CASH AND CASH EQUIVALENTS:
Beginning of period 954 2,977
------- -------
END OF PERIOD $ -- $ 1,035
------- -------
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 6
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
1. The information furnished in the accompanying unaudited Consolidated
Statements of Earnings, 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, 1998.
2. In the third quarter of fiscal 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 128, Earnings Per Share,
for calculating earnings per share (EPS). Statement 128 requires the
disclosure of basic EPS, which is computed by dividing income available to
common shareholders by the weighted average number of common shares
outstanding at the end of the period. Diluted EPS, which gives effect to
all dilutive potential common shares outstanding, is also required. The
Company has restated EPS data for the period ending June 30, 1997 as
required by Statement 128.
3. On December 19, 1997, the Company's Board of Directors authorized a
three-for-two stock split in the form of a stock dividend distributed on
January 29, 1998 to shareholders of record as of the close of business on
January 2, 1998. All references in the financial statements to average
number of shares outstanding and per share amounts have been restated to
reflect the stock split.
4. Statement of Financial Accounting Standards SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information, establishes standards
for the way that public business enterprises report information and
operating segments in annual financial statements and requires reporting of
selected information in interim financial reports. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
has elected to apply the provisions of SFAS No. 131 beginning in the
quarter ended June 30, 1998. The required disclosures for interim financial
statements are presented below.
The Company operates principally in two segments, Engineering and
Information Technologies (Engineering/IT), and technology-based training,
which it operates through its wholly owned subsidiary, Interactive Media
Corp. (Interactive Media). The Engineering/IT segment serves primarily the
needs of the Department of Defense while the Interactive Media segment
targets both government and commercial customers. Total revenue by segment
includes both sales to unaffiliated customers, as reported in the Company's
consolidated statements of earnings, and intersegment sales.
4
<PAGE> 7
The following tables present information about the Company's segments for
the quarters ended June 30, 1998 and June 30, 1997.
<TABLE>
<CAPTION>
June 30, 1998
(amounts in thousands) Engineering/IT Interactive Media Eliminations Consolidated
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers $ 34,639 $ 6,681 -- $ 41,320
Intersegment sales 226 33 (259) --
-------------------------------------------------------------------------------------------------------
$ 34,865 $ 6,714 (259) $ 41,320
=======================================================================================================
Operating earnings $ 2,134 $ 335 -- $ 2,469
-------------------------------------------------------------------------------------------------------
Interest expense 84
Interest income (14)
Other, net 312
-------------------------------------------------------------------------------------------------------
382
-------------------------------------------------------------------------------------------------------
Earnings before income
taxes $ 2,087
=======================================================================================================
</TABLE>
<TABLE>
<CAPTION>
June 30, 1997
(amounts in thousands) Engineering/IT Interactive Media Eliminations Consolidated
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers $ 33,280 $ 4,170 -- $ 37,450
Intersegment sales -- 13 (13)
--
-------------------------------------------------------------------------------------------------------
$ 33,280 $ 4,183 (13) $ 37,450
=======================================================================================================
Operating earnings $ 1,680 $ 163 -- $ 1,843
-------------------------------------------------------------------------------------------------------
Interest expense 31
Interest income (18)
Equity in loss of joint
venture 12
Other, net 206
-------------------------------------------------------------------------------------------------------
231
-------------------------------------------------------------------------------------------------------
Earnings before income
taxes $ 1,612
=======================================================================================================
</TABLE>
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
A summary of comparative results for the quarters ended June 30, 1998 and
June 30, 1997 is as follows:
THREE MONTHS ENDED JUNE 30
<TABLE>
<CAPTION>
PERCENT
1998 1997 CHANGE
--------- --------- ------
<S> <C> <C> <C>
Revenue
Engineering/IT $34,639 $33,280 4.1%
Interactive Media 6,681 4,170 60.2%
--------- --------- ------
Total 41,320 37,450 10.3%
Operating earnings
Engineering/IT 2,134 1,680 27.0%
Interactive Media 335 163 105.5%
--------- --------- ------
Total 2,469 1,843 34.0%
Earnings before income taxes 2,087 1,612 29.5%
Net earnings $ 1,168 $ 916 27.5%
======== ======= =====
Basic earnings per common share $ 0.32 $ 0.27 18.5%
======== ======= =====
Diluted earnings per common
and common equivalent share $ 0.28 $ 0.25 12.0%
======== ======= =====
</TABLE>
Revenue increased 10.3% to $41.3 million for the three months ended June
30, 1998 (the first quarter of fiscal 1999) from $37.5 million for the three
months ended June 30, 1997. The revenue increase was attributable to growth in
both the Company's Engineering/IT business and in its Interactive Media
technology based training business. For the first quarter of fiscal 1999, the
Company's Engineering/IT revenue grew 4.1% to $34.6 million from $33.3 million
for the first quarter of fiscal 1998. Interactive Media's revenue increased
60.2% to $6.7 million in the first quarter of fiscal 1999, from $4.2 million for
the first quarter of fiscal 1998. Interactive Media's commercial revenue
increased 59.7% to $4.8 million for the three months ended June 30, 1998. The
commercial revenue increase was due in part to the acquisition of UP, Inc. in
November 1997.
Operating earnings increased 34% for the three months ended June 30, 1998
to $2.5 million from $1.8 million for the three months ended June 30, 1997.
Operating earnings as a percentage of revenue (operating margin) increased to
6.0% compared with 4.9% in the previous year comparable quarter. Operating
margin for Engineering/IT increased to 6.2% in the current quarter from 5.0% for
last year's first quarter. Improved cost controls, good performance on fixed
price contracts and higher margins on commercial information technology projects
all contributed to the increase. Operating margin for Interactive Media during
the current quarter increased to 5.0% from 3.9% a year ago. The increase was due
in part to higher fees earned on projects and in part to a decrease in indirect
expenses as a percentage of revenue due to the revenue growth. While operating
margin was higher than in the first quarter last year, it was negatively
affected by an increase in sales expenses. During the quarter, Interactive Media
added two sales people, increasing its sales staff to twelve people.
Total other expenses as a percentage of revenue increased to 0.9% for the
quarter ended June 30, 1998 as compared with 0.6% in the prior year first
quarter. Interest expense increased in the first quarter of fiscal 1999 as a
result of an increase in borrowings under the Company's Revolving Credit
Agreement due in part to an increase in contract receivables as discussed more
fully below in "Liquidity and Capital Resources". Other net expense
6
<PAGE> 9
increased in the first quarter of fiscal 1999 primarily due to an increase in
amortization of goodwill associated with the Company's fiscal 1998 acquisitions.
Earnings before income taxes increased 29.5% to $2.1 million in the first
quarter of fiscal 1999 from $1.6 million in the first quarter of fiscal 1998.
The Company's effective tax rate was 44.0% for the three-month period ended June
30, 1998 compared with 43.2% for the three-month period ended June 30, 1997. The
higher effective tax rate in the current quarter was due primarily to an
increase in nondeductible amortization of goodwill associated with the Company's
acquisitions.
Net earnings for the first quarter of fiscal 1999 increased 27.5% to $1.2
million from $916 thousand in the first quarter of fiscal 1998. The revenue
increase and operating margin increase both contributed to the net earnings
increase.
Basic earnings per common share increased 18.5% to $0.32 for the first
quarter of fiscal 1999 compared with $0.27 for the first quarter of fiscal 1998.
Diluted earnings per common and common equivalent share increased 12.0% to $0.28
for the first quarter of fiscal 1999 compared with $0.25 for the first quarter
of fiscal 1998.
The weighted average number of common shares used to compute basic earnings
per share increased to 3.6 million for the current fiscal quarter compared with
3.4 million in the fiscal 1998 first quarter. The weighted average number of
common and common equivalent shares used to compute diluted earnings per share
increased to 4.0 million for the current quarter from 3.6 million in the fiscal
1998 first quarter. The increase was due primarily to the exercise of stock
options, an increase in the number of stock options outstanding and a higher
average stock price, offset in part by the repurchase of the Company's shares as
discussed more fully below in "Liquidity and Capital Resources".
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of fiscal 1999, net cash used by operating activities
was $2.0 million. The net cash decrease resulted primarily from an increase in
contract receivables and a decrease in accounts payable and accrued expenses.
Contract receivables totaled $27.7 million at June 30, 1998, $25.6 million
at March 31, 1998, and $23.9 million at June 30, 1997 and represented 42%, 40%
and 43%, respectively, of total assets at each of those dates. The average
period for payment to the Company was 61 days at June 30, 1998, 54 days at March
31, 1998 and 58 days at June 30, 1997. The increase in collection period between
March 1998 and June 1998 was primarily 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 government delays in processing invoices
associated with the Company's acquisitions.
Net cash used in investing activities for the first quarter of fiscal 1999
totaled $867 thousand. The primary use of cash was for the purchase of
equipment.
Net cash provided by financing activities in the first quarter of fiscal
1999 totaled $2.0 million. The primary source of cash from financing activities
was proceeds provided under the Company's revolving credit agreement. The
primary use of cash from financing activities was for the payment of dividends
and the repurchase of the Company's common shares. On May 31, 1997, the Company
announced it had expanded its share repurchase program. The Company's Board
authorized the repurchase of an additional 450,000 shares or a total of up to
750,000 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 383,400 shares. Since March 31, 1998, the Company has
repurchased 26,900 shares under this repurchase program at current market prices
on the dates of purchase. There are approximately 3.6 million shares outstanding
at June 30, 1998.
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
7
<PAGE> 10
under this agreement at June 30, 1998 was $20.0 million. As of June 30, 1998 the
Company had borrowings totaling $3.2 million. There were no borrowings under the
Company's revolving credit agreement at March 31, 1998 or June 30, 1997.
It is anticipated that the Company's existing cash, together with funds
generated from operations and available borrowings under its revolving credit
agreement, will be sufficient to meet its normal working capital requirements
for the foreseeable future.
As of June 30, 1998, the Company does not have any major capital
commitments.
The Company believes that inflation has not had a material effect on its
business.
YEAR 2000
The Company has completed an assessment of its computer systems and has
identified the systems that will be affected by the "Year 2000" issue. The
Company has completed a plan for corrective action, including modification or
replacement of certain systems. The Company presently believes that, with
modifications to existing software and conversions to new software, the "Year
2000" issue will not pose significant operational problems for the Company's
computer systems. The total cost of modification and replacement of affected
systems is not expected to have a material effect on the Company's financial
position or results of operations.
The "Year 2000" issue also creates risk for the Company from unforeseen
problems from third parties with whom the Company deals. The Company is in the
process of contacting its key suppliers, customers, and other third parties to
determine the possible impact on its business. There can be no assurance that
their "Year 2000" solutions will be successful. If third parties do not convert
their systems in a timely manner, it could have a material impact on the
Company's ability to conduct 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.
Statements relating to the Company's or management's intentions, hopes, beliefs,
expectations, or predictions of the future are forward-looking statements.
Forward-looking statements are set forth in the paragraphs above that discuss
the Company's backlog, liquidity, capital resources, and "Year 2000" conversion.
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 commercial products, pricing pressures
from competitors and/or customers, and third party failures to complete the
"Year 2000" conversions in a timely manner. A more complete discussion of
business risk factors is included in the Company's Form 10-K for the year ended
March 31, 1998.
8
<PAGE> 11
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
NONE.
ITEM 5. OTHER INFORMATION
AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT DATED JULY 1,
1998 AND DISTRIBUTED IN CONNECTION WITH THE COMPANY'S 1998
ANNUAL MEETING OF SHAREHOLDERS, ANY SHAREHOLDER DESIRING TO
PRESENT A PROPOSAL AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS
AND WISHING TO HAVE THAT PROPOSAL INCLUDED IN THE PROXY
STATEMENT FOR THAT MEETING MUST SUBMIT SUCH PROPOSAL IN
WRITING TO THE SECRETARY OF THE COMPANY IN TIME TO BE RECEIVED
BY MARCH 3, 1999.
PROXIES TO BE SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS WILL
CONFER DISCRETIONARY AUTHORITY TO VOTE ON ANY SHAREHOLDER
PROPOSAL UNLESS EITHER (1) THE COMPANY RECEIVES NOTICE OF SUCH
PROPOSAL NO LATER THAN MAY 18, 1999 OR (2) SUCH PROPOSAL IS
INCLUDED IN THE BOARD OF DIRECTORS' PROXY MATERIAL FOR THAT
MEETING AS DESCRIBED IN THE PRECEDING PARAGRAPH.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
11 EARNINGS PER SHARE CALCULATION
27 FINANCIAL DATA SCHEDULES
- FOR QUARTER ENDED 6/30/98
- RESTATED FOR QUARTER ENDED 6/30/97
B. REPORTS ON FORM 8-K
NONE.
9
<PAGE> 12
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: August 12, 1998 /s/Gary P. Bennett
------------------------ --------------------------
Gary P. Bennett
President and CEO
Date: August 12, 1998 /s/David M. Nolf
------------------------ --------------------------
David M. Nolf
Executive Vice President
10
<PAGE> 13
EXHIBIT INDEX
Exhibit Number Description of Documents
11 Earnings Per Share Calculation
27 Financial Data Schedules
- For quarter ended June 30, 1998
- Restated for quarter ended June 30, 1997
<PAGE> 1
Exhibit 11
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
Computation of Earnings per Share
For the quarters ended June 30, 1998 and June 30, 1997
<TABLE>
<CAPTION>
June 30, 1998 June 30, 1997
------------- -------------
Basic:
<S> <C> <C>
Weighted average shares outstanding 3,623,549 3,445,122
========= =========
Net earnings $1,168,126 $ 916,383
========== ==========
Basic earnings per common share $0.32 $0.27
===== =====
Diluted:
Weighted average shares outstanding 3,623,549 3,445,122
Net effect of dilutive stock options
based on the treasury stock method
using the average market price 411,189 110,217
------------ -----------
Total 4,034,738 3,555,339
=========== ==========
Net earnings $1,168,126 $ 916,383
Net effect of earnings attributable
to subsidiary stock options ($27,405) ($17,702)
------------ -----------
Net Earnings $1,140,721 $ 898,681
========== =========
Diluted earnings per common and common
equivalent share $0.28 $0.25
===== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 27,704
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,121
<PP&E> 37,030
<DEPRECIATION> 21,882
<TOTAL-ASSETS> 65,411
<CURRENT-LIABILITIES> 10,745
<BONDS> 0
0
0
<COMMON> 302
<OTHER-SE> 44,847
<TOTAL-LIABILITY-AND-EQUITY> 65,411
<SALES> 0
<TOTAL-REVENUES> 41,320
<CGS> 0
<TOTAL-COSTS> 38,851
<OTHER-EXPENSES> 312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70
<INCOME-PRETAX> 2,087
<INCOME-TAX> 919
<INCOME-CONTINUING> 1,168
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,168
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.28
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 1,035
<SECURITIES> 0
<RECEIVABLES> 23,922
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,342
<PP&E> 33,580
<DEPRECIATION> 19,734
<TOTAL-ASSETS> 55,594
<CURRENT-LIABILITIES> 9,232
<BONDS> 0
0
0
<COMMON> 288
<OTHER-SE> 40,482
<TOTAL-LIABILITY-AND-EQUITY> 55,594
<SALES> 0
<TOTAL-REVENUES> 37,450
<CGS> 0
<TOTAL-COSTS> 35,607
<OTHER-EXPENSES> 218
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> 1,612
<INCOME-TAX> 696
<INCOME-CONTINUING> 916
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 916
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.25
</TABLE>
