<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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
_____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission file number 0-11428
INFORMATION RESOURCES, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2947987
------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 North Clinton Street, Chicago, Illinois 60661
------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 726-1221
--------------
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common, $.01 par value per share
Preferred Stock Purchase Rights
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 ______
-------
The number of shares of the registrant's common stock, $.01 par value per share
outstanding, as of April 30, 1997 was 28,202,533.
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
INDEX
-----
<TABLE>
<CAPTION>
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
- ----------------------------------
<S> <C>
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
- ------------------------------
Item 6 - Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
2
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS MARCH 31, 1997 DECEMBER 31, 1996
- ------ -------------- -----------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 9,394 $ 12,195
Accounts receivable, net 104,516 99,413
Prepaid expenses and other 5,593 6,575
-------- --------
Total Current Assets 119,503 118,183
-------- --------
Property and equipment, at cost 150,281 147,398
Accumulated depreciation and amortization (96,873) (92,806)
-------- --------
Net property and equipment 53,408 54,592
Investments 13,017 18,737
Other assets 149,167 142,981
-------- --------
$335,095 $334,493
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Current maturities of capitalized leases $ 2,097 $ 2,805
Accounts payable 36,390 36,059
Accrued compensation and benefits 12,130 17,660
Accrued property, payroll and other taxes 2,556 4,506
Accrued expenses 7,302 7,015
Deferred revenue 24,663 15,558
-------- --------
Total Current Liabilities 85,138 83,603
-------- --------
Long-term bank debt 3,750 5,500
Long-term capitalized leases 2,070 2,392
Deferred income taxes, net 8,422 9,113
Deferred gain 3,528 3,632
Other liabilities 4,266 3,925
STOCKHOLDERS' EQUITY
Preferred stock-authorized 1,000,000 shares
$.01 par value - none issued --
Common stock - authorized 60,000,000 shares,
$.01 par value; 28,201,876 and
27,886,406 shares issued and
outstanding, respectively 282 279
Capital in excess of par value 191,216 187,213
Retained earnings 38,325 38,270
Cumulative translation adjustment (1,902) 566
-------- --------
Total Stockholders' Equity 227,921 226,328
-------- --------
$335,095 $334,493
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------
MARCH 31
--------
1997 1996
-------- --------
<S> <C> <C>
Revenues $ 105,128 $ 92,998
Costs and expenses:
Information services (95,913) (89,094)
Selling, general and administrative expenses (9,253) (8,378)
--------- --------
(105,166) (97,472)
--------- --------
Operating loss (38) (4,474)
Interest expense and other, net (243) (181)
Equity in earnings (loss) of affiliated companies 160 (85)
--------- --------
Loss before income taxes and
minority interests (121) (4,740)
Income tax (expense) benefit (47) 2,263
--------- --------
Loss before minority interests (168) (2,477)
Minority interests 223 230
--------- --------
Net earnings (loss) $ 55 $ (2,247)
========= ========
Net earnings (loss) per common and
common equivalent share $ -- $ (.08)
========= ========
Weighted average common and
common equivalent shares 28,052 27,653
========= ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
-----------------------------
1997 1996
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss): $ 55 $ (2,247)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Amortization of deferred data procurement costs 23,911 20,503
Depreciation expense 4,970 4,570
Amortization of capitalized software costs 999 749
Amortization of intangibles 591 690
Deferred income tax expense (benefit) 47 (2,263)
Equity in earnings of affiliated companies and minority interests (383) (145)
Other (897) (296)
Change in assets and liabilities:
Increase in accounts receivable (1,701) (5,626)
Decrease (increase) in other current assets 1,541 (355)
Decrease in accounts payable and accrued liabilities (9,053) (5,395)
Increase in deferred revenue 5,655 5,054
Other, net (686) (1,835)
-------- --------
Total adjustments 24,994 15,651
-------- --------
Net cash provided by operating activities 25,049 13,404
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs (25,826) (23,349)
Purchase of property and equipment (3,166) (5,840)
Capitalized software costs (1,104) (1,719)
Proceeds from disposition of assets and other 1,730 --
-------- --------
Net cash used in investing activities (28,366) (30,908)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net bank repayments (1,750) --
Repayments of capitalized leases (1,030) (198)
Proceeds from exercise of stock options and other 3,980 1,579
-------- --------
Net cash provided by financing activities 1,200 1,381
EFFECT OF EXCHANGE RATE CHANGES ON CASH (684) (163)
-------- --------
Net decrease in cash and cash equivalents (2,801) (16,286)
Cash and cash equivalents at beginning of period 12,195 24,884
-------- --------
Cash and cash equivalents at end of period $ 9,394 $ 8,598
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of presentation: The accompanying condensed consolidated
---------------------
financial statements should be read in conjunction with the consolidated
financial statements included in Information Resources, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996. The condensed
consolidated financial information furnished herein reflects all
adjustments (consisting of normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the condensed
consolidated financial statements for the periods shown.
Principles of consolidation: The condensed consolidated
---------------------------
financial statements include the accounts of Information Resources, Inc.
and its subsidiaries (collectively "the Company") after elimination of
intercompany transactions. Minority interests reflect the non-Company
owned stockholder interests in Information Resources Japan, Ltd., IRI-
SECODIP, S.C.S., (France), IRI InfoScan Limited (U.K.) and effective
February 1, 1997 IRI/GfK Retail Services GmbH (Germany) ("IRI/GfK Retail").
The equity method of accounting is used for investments in which the
Company has a 20% to 50% ownership and exercises significant influence over
operating and financial policies. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Reclassifications: Certain amounts in the 1996 condensed
-----------------
consolidated financial statements have been reclassified to conform to the
1997 presentation.
Adoption of Statement of Financial Accounting Standards: In
--------------------------------------------------------
February, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("the
Standard") and is effective after December 15, 1997. The adoption of this
Standard is not expected to have a material impact on the Company's
consolidated financial statements.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
- -------------------------------------------
Cash paid for interest and income taxes during the period was as follows (in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
---------------------------
1997 1996
------ ------
<S> <C> <C>
Interest $ 525 $ 438
Income taxes 242 427
</TABLE>
6
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 - GERMAN OPERATIONS
- --------------------------
In February 1997, the Company and GfK AG of Germany ("GfK") organized a new
joint venture company, IRI/GfK Retail Services GmbH ("IRI/GfK Retail"). The
Company has a 51% ownership interest in IRI/GfK Retail, and GfK owns the
remainder. IRI/GfK Retail purchased the German retail tracking business and
related software business of GfK Panel Services GmbH ("GfK Panel") and will now
provide those business services to the German market. The consolidation of
IRI/GfK Retail, which was effective February 1, 1997, did not have a material
impact on the financial results or position of the Company.
In a separate transaction, the Company sold its previously held 15%
ownership interest in GfK Panel to GfK at no book gain or loss. GfK Panel will
continue to provide consumer panel and ad hoc research services to the market,
and GfK Panel and IRI/GfK Retail will cooperate in selling and delivering
services to appropriate customers.
NOTE 4 - ACCOUNTS RECEIVABLE
- ----------------------------
Accounts receivable were as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31,1996
--------------- -----------------
<S> <C> <C>
Billed $ 67,762 $ 63,102
Unbilled 35,873 37,615
Other 5,423 3,033
------- -------
109,058 103,750
Reserve for accounts receivable (4,542) (4,337)
------- -------
$104,516 $ 99,413
======= =======
</TABLE>
7
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
(UNAUDITED)
NOTE 5 - OTHER ASSETS
- ---------------------
Other assets were as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
Deferred data procurement costs -
net of accumulated amortization of
$102,248 in 1997 and $102,372 in 1996 $116,850 $113,926
Intangible assets, including goodwill
primarily related to acquisitions -
net of accumulated amortization of
$13,152 in 1997 and $12,171 in 1996 18,439 13,940
Capitalized software costs - net of
accumulated amortization of $3,212
in 1997 and $5,554 in 1996 6,400 11,516
Other 7,478 3,599
------- -------
$149,167 $142,981
======= =======
</TABLE>
NOTE 6 - LONG-TERM DEBT
- -----------------------
The Company decreased its bank borrowings to $3.8 million at March 31,
1997. The primary use of borrowings has been the expansion of the Company's
International services business in Europe.
The Company currently has a $50.0 million bank credit facility maturing in
October 1998, with fixed or floating interest rate options at or below prime.
The weighted average interest rate at March 31, 1997 was 6.9%. Facility fees of
.4% are payable on the bank credit facility, and there are no commitment fees.
The credit facility contains financial covenants which restrict the Company's
ability to incur additional indebtedness or liens on its assets. The financial
covenants also require the Company to meet certain tangible net worth and
operating income levels and cash flow coverage and working capital ratios.
Certain of the Company's loan and lease agreements include various
financial covenants which require that the Company maintain a minimum tangible
net worth, as defined, and otherwise limit IRI's ability to declare dividends or
make distributions to holders of capital stock, or redeem or otherwise acquire
shares of the Company. Approximately $9.1 million is available for such
distributions under the most restrictive of these covenants.
8
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Over the periods presented, the Company has generated increased revenues
resulting from the continued growth of its U.S. services business and the
startup and significant expansion of its International services business. Due to
the longer-term nature of most InfoScan contracts, pricing changes have a
delayed effect on the results of operations as reported in the Company's
condensed consolidated financial statements. This lagged effect is especially
apparent in the Company's U.S. operations because only a portion of all InfoScan
contracts come up for renewal in any particular year.
The development of the Company's International services business over the
last several years has resulted in significant operating losses and cash
investment. The reduction of such losses and investments is dependent on these
operations achieving a substantially higher level of revenues. The Company's
European operations also will continue to require substantial cash investment.
On an ongoing basis, the Company reviews the outlook of its international
services business, including current and near term economic conditions, expected
market growth and the regulatory and competitive environment. Based upon
currently projected operating results and cash flows, the Company's assessment
is that the realizability of its international assets is not impaired. To the
extent that actual operating results and cash flows are lower than current
projections, the Company may be required to write down a portion of these assets
in future periods.
9
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Operations: Based upon discussions with financial analysts, the Company
considers the aggregation of operating profit (loss), equity earnings (losses)
and minority interests ("Operating Results") to be a meaningful and readily
comparable measure of the Company's relative performance. A comparative analysis
of consolidated revenues and Operating Results for the three months ended March
31, 1997 and 1996 follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
MARCH 31
---------------------
1997 1996
-------- -------
<S> <C> <C>
Revenues:
U.S. Services $ 86,090 $79,961
International Services 19,038 13,037
------- ------
$105,128 $92,998
======= ======
Operating Results:
U.S. Services operating profit $ 6,863 $ 4,286
International Services
Operating loss (6,485) (8,345)
Equity in earnings (loss) of affiliated companies 160 (85)
Minority interests 223 230
------- ------
Subtotal - International (6,102) (8,200)
Corporate and other expenses (416) (415)
------- ------
Operating Results $ 345 $(4,329)
======= ======
</TABLE>
In the first quarter of 1997, revenues from the Company's U.S. services
business were $86.1 million, an increase of 8% compared to $80.0 million for the
corresponding 1996 quarter. Operating Results for the Company's U.S. businesses
were $6.9 million in the first quarter of 1997 compared to $4.3 million for the
first quarter of 1996. This 60% increase was due to the growth in revenues
together with the benefit of lower expense growth resulting from the Company's
cost containment initiatives.
First quarter 1997 revenues from the Company's International businesses
were $19.0 million, an increase of 46% over the corresponding 1996 quarter.
Results in the first quarter of 1997 reflect the consolidation of IRI's
majority-owned German operation, IRI/GfK Retail Services GmbH, effective
February 1, 1997. Excluding the German results, international revenues increased
20% compared to the 1996 quarter. International revenue increases were
accomplished in the face of the dampening effect of a strong U.S. dollar.
Operating Results for the Company's International businesses were a ($6.1)
million loss in the first quarter of 1997 compared to a ($8.2) million loss in
the corresponding 1996 quarter. International results for the three months ended
March 31, 1997 reflect a 26% revenue increase at the Company's major operations
in the U.K., France and Italy, when measured in local currencies.
10
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
The Company's consolidated net earnings were break-even for the first
quarter of 1997 compared to a loss of ($2.2) million for the corresponding 1996
quarter. Consolidated revenues for the three months ended March 31, 1997 were
$105.1 million, an increase of 13% over the corresponding quarter in 1996. This
increase was the result of revenue growth in the U.S. Services business and a
substantial increase in international revenues which was aided somewhat by the
inclusion of the German operation effective February 1, 1997.
Consolidated costs of information services increased 8% to $95.9 million
for the three months ended March 31, 1997 compared to $89.1 million for the same
period in 1996. The increase in the first quarter of 1997 was primarily due to:
(a) $2.8 million increase in operating expenses due to the consolidation of
IRI/GfK Retail Services GmbH; (b) a $1.9 million increase in amortization of
deferred data procurement costs, principally resulting from the expansion of the
information services business in Europe; and (c) a $1.6 million increase in
compensation expense resulting primarily from higher headcount required for
software development, client servicing and international expansion.
Consolidated selling, general and administrative expenses increased 10% to
$9.3 million for the first quarter of 1997. These increases were primarily
attributable to the growing international operations.
The Company's effective income tax rate is greater than the Federal
statutory rate due to certain unbenefitted foreign losses, goodwill amortization
and other nondeductible expenses.
LIQUIDITY AND CAPITAL RESOURCES
The expansion of its information services business in Europe has required
extensive cash investment. The Company's current cash resources include its $9.4
million consolidated cash balance, $46.3 million available under the bank line
of credit and internally generated funds from its U.S. operations. The Company
anticipates that it will have sufficient funds from these sources to satisfy its
international cash needs for the foreseeable future. Bank line availability is
subject to compliance with financial covenants relating to operating and cash
flow results, tangible net worth and leverage and quick ratios.
11
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Certain of the Company's loan and lease agreements include various
financial covenants which require that the Company maintain a minimum tangible
net worth, as defined, and otherwise limit IRI's ability to declare dividends or
make distributions to holders of capital stock, or redeem or otherwise acquire
shares of the Company. Approximately $9.1 million is available for such
distributions under the most restrictive of these covenants.
Cash Flow: Consolidated net cash provided by operating activities was
$25.0 million for the three months ended March 31, 1997 compared to $13.4
million for the same period in 1996, primarily due to improved operating
performance and lower working capital investment in 1997. Consolidated cash used
in net investing activities was ($28.4) million in 1997 compared to ($30.9)
million for the same period in 1996. Investing activity for the first quarter of
1997 reflects higher deferred data procurement costs offset by lower purchase of
property and equipment and capitalized software when compared to the first
quarter of 1996. Net cash used before financing activities was ($3.3) million
for the three months ended March 31, 1997 and ($17.5) million for the same
period of 1996. Consolidated cash provided by net financing activities was $1.2
million for the three months ended March 31, 1997 compared to $1.4 million for
the same period in 1996.
Financings: The Company decreased its bank borrowings by $1.7 million
during the first quarter of 1997 to $3.8 million at March 31, 1997. The primary
use of borrowings has been the expansion of the Company's information services
business in Europe.
Other Deferred Costs and Capital Expenditures: Consolidated deferred data
procurement expenditures were $25.8 million for the three months ended March 31,
1997 and $23.3 million for the same period in 1996. These expenditures are
amortized over a period of 28 months and include payments to retailers for
point-of-sale data and costs related to collecting, reviewing and verifying
other data (i.e., causal factors) which are an essential part of the InfoScan
data base. Such expenditures for the Company's U.S. services business were $16.4
million and $15.2 million for the periods ended March 31, 1997 and 1996,
respectively, and $9.4 million and $8.1 million, respectively, for the Company's
International services business.
Management expects to continue the development of its businesses in Europe,
and accordingly, the Company's European operations will continue to require
substantial investment in data procurement costs. Based upon currently projected
operating results and cash flows, the Company's assessment is that the
realizability of its European assets is not impaired. To the extent that actual
operating results and cash flows are lower than current projections, the Company
may be required to write down a portion of these assets in future periods.
12
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.
Consolidated capital expenditures were $3.2 million and $5.8 million for
the three months ended March 31, 1997 and 1996, respectively. Capital
expenditures for the Company's U.S. services business were $2.3 million and $4.9
million for the three months ended March 31, 1997 and 1996, respectively, while
related depreciation expense was $4.0 million and $3.9 million, respectively.
The Company's International services business capital expenditures were $.9
million for the three months ended March 31, 1997 and 1996, respectively, while
related depreciation expense was $1.0 million and $.7 million, respectively.
Consolidated capitalized software development costs were $1.1 million and
$1.7 million for the three months ended March 31, 1997 and 1996, respectively.
NOL Carryforwards: As of December 31, 1996, the Company had cumulative U.S.
Federal net operating loss ("NOL") carryforwards of approximately $64.8 million
that expire primarily in 2009 and 2011. Certain of these carryforwards have not
been examined by the Internal Revenue Service and, therefore, are subject to
adjustment. In addition, at December 31, 1996, various foreign subsidiaries of
IRI had aggregate cumulative NOL carryforwards for foreign income tax purposes
of approximately $6.2 million which are subject to various income tax provisions
of each respective country. Approximately $3.0 million of these foreign NOL's
may be carried forward indefinitely, while the remaining $3.2 million expire in
2000 and 2001. A majority of the European foreign pre-tax losses are deducted as
partnership losses in IRI's consolidated U.S. income tax return in accordance
with the Internal Revenue Code. At December 31, 1996, the Company had general
business tax credit carryforwards of approximately $4.9 million which expire
primarily between 1999 and 2010, and are available to reduce future Federal
income tax liabilities.
Forward Looking Information: Certain matters discussed above are forward-
looking statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated, including client
renewals of service contracts, the timing of significant new client engagements,
increased competitive difficulties, foreign currency exchange rates and other
factors beyond the Company's control. These risks and uncertainties are
described in other reports and documents filed by the Company with the
Securities and Exchange Commission.
13
<PAGE>
INFORMATION RESOURCES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit No. Description of Exhibit Page
----------- ---------------------- ----
27 Financial Data Schedule (filed herewith). EF
b. Reports on Form 8-K.
The registrant has not filed any reports on Form 8-K during the
quarter for which this report is filed.
14
<PAGE>
INFORMATION RESOURCES, 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.
INFORMATION RESOURCES, INC.
---------------------------
(Registrant)
/s/ Gary M. Hill
----------------------------------------
Gary M. Hill
Executive Vice President
and Chief Financial Officer
(Authorized officer of Registrant and
principal financial officer)
/s/ John P. McNicholas, Jr.
----------------------------------------
John P. McNicholas, Jr.
Controller
(Principal accounting officer)
May 14, 1997
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,394
<SECURITIES> 0
<RECEIVABLES> 109,058
<ALLOWANCES> 4,542
<INVENTORY> 0
<CURRENT-ASSETS> 119,053
<PP&E> 150,281
<DEPRECIATION> 96,873
<TOTAL-ASSETS> 335,095
<CURRENT-LIABILITIES> 85,138
<BONDS> 5,820
0
0
<COMMON> 282
<OTHER-SE> 227,639
<TOTAL-LIABILITY-AND-EQUITY> 335,095
<SALES> 0
<TOTAL-REVENUES> 105,128
<CGS> 0
<TOTAL-COSTS> 95,913
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 588
<INCOME-PRETAX> (121)
<INCOME-TAX> 47
<INCOME-CONTINUING> (168)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
