<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-12311
COMPUTER LANGUAGE RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1297386
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2395 Midway Road, Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
(972) 250-7000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Outstanding at
Class of Common Stock April 30, 1997
--------------------- -----------------
$0.01 par value 14,403,061 shares
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
FORM 10-Q
March 31, 1997
TABLE OF CONTENTS
ITEM PAGE
---- ----
PART I. FINANCIAL INFORMATION
1 FINANCIAL STATEMENTS (Unaudited)
Consolidated Balance Sheets ..................... 1-2
Consolidated Statements of Income ............... 3
Consolidated Statements of Cash Flows ........... 4
Notes to Consolidated Financial Statements ...... 5-6
2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS .. 7-11
PART II. OTHER INFORMATION
4 SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS ............................... 12
6 EXHIBITS AND REPORTS ON FORM 8-K ................ 13
i
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands)
March 31 December 31
--------------------- -----------
1997 1996 1996
-------- -------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ........... $ 7,560 $ 13,631 $ 2,928
Accounts receivable, less allowance
for doubtful accounts of $892 at
March 31, 1997, $844 at
March 31, 1996, and $800
at December 31, 1996 ............... 31,544 23,569 27,104
Other current assets ................ 3,923 3,716 5,042
-------- -------- ----------
Total current assets .............. 43,027 40,916 35,074
-------- -------- ----------
PROPERTY AND EQUIPMENT, AT COST:
Land ................................ 2,584 2,584 2,584
Buildings and improvements .......... 16,915 16,781 16,866
Data processing equipment ........... 31,296 33,294 33,933
Furniture, fixtures, and
equipment .......................... 7,359 8,742 9,086
-------- -------- ----------
58,154 61,401 62,469
Less accumulated depreciation ....... 38,613 40,804 41,581
-------- -------- ----------
Net property and equipment ........ 19,541 20,597 20,888
-------- -------- ----------
OTHER NONCURRENT ASSETS:
Software, net of accumulated
amortization of $30,837 at
March 31, 1997, $22,134 at
March 31, 1996, and $28,694
at December 31, 1996 ............... 23,156 23,817 23,868
Intangibles and other assets, net
of accumulated amortization of
$10,186 at March 31, 1997,
$6,297 at March 31, 1996, and
$8,952 at December 31, 1996 ........ 17,787 19,098 19,107
-------- -------- ----------
Total other noncurrent assets ..... 40,943 42,915 42,975
-------- -------- ----------
Total assets ..................... $103,511 $104,428 $ 98,937
======== ======== ==========
See accompanying Notes to Consolidated Financial Statements (unaudited).
1
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(In thousands, except per share amounts)
March 31 December 31
--------------------- -----------
1997 1996 1996
-------- -------- -----------
(Unaudited)
CURRENT LIABILITIES:
Notes payable ....................... $ -- $ -- $ 2,000
Accounts payable .................... 2,398 2,415 3,124
Accrued compensation, payroll taxes,
and benefits ....................... 6,547 6,945 7,950
Deferred revenue .................... 11,346 12,340 9,619
Accrued support ..................... 1,202 1,985 1,264
Income taxes payable ................ 4,289 261 --
Other current liabilities ........... 4,550 6,888 5,634
Current portion of long-term debt ... 750 750 750
-------- -------- ----------
Total current liabilities ......... 31,082 31,584 30,341
-------- -------- ----------
NONCURRENT LIABILITIES:
Long-term debt ...................... -- 750 188
Other liabilities ................... 4,142 5,216 5,700
Deferred income taxes ............... 706 1,450 706
-------- -------- ----------
Total noncurrent liabilities ...... 4,848 7,416 6,594
-------- -------- ----------
COMMITMENTS AND CONTINGENCIES ........ -- -- --
SHAREHOLDERS' EQUITY:
Preferred stock, $1 per share par
value, 10,000 shares authorized;
none outstanding ................... -- -- --
Common stock, $0.01 per share par
value, 40,000 shares authorized;
15,105 shares issued at March 31,
1997, 15,002 shares issued at
March 31, 1996, and 15,084 shares
issued at December 31, 1996 ........ 150 150 150
Capital in excess of par value ...... 39,075 33,794 34,378
Retained earnings ................... 38,127 36,750 32,744
Treasury stock at cost, 810 shares .. (5,270) (5,266) (5,270)
Deferred compensation ............... (4,501) -- --
-------- -------- ----------
Total shareholders' equity ........ 67,581 65,428 62,002
-------- -------- ----------
Total liabilities and
shareholders equity ............. $103,511 $104,428 $ 98,937
======== ======== ==========
See accompanying Notes to Consolidated Financial Statements (unaudited).
2
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
March 31
-------------------
1997 1996
-------- --------
Revenues ......................................... $ 44,994 $ 35,847
-------- --------
Costs and expenses:
Cost of revenues ................................ 19,669 18,695
Selling, general, and administrative ............ 14,216 12,587
Charge for purchased research and development ... -- 3,498
-------- --------
Total costs and expenses ...................... 33,885 34,780
-------- --------
Operating income ................................. 11,109 1,067
Interest income .................................. 79 165
Interest expense ................................. 25 24
Other, net ....................................... 2 (19)
-------- --------
Income before income taxes ....................... 11,165 1,189
Provision for income taxes ....................... 4,354 416
-------- --------
Net income ....................................... $ 6,811 $ 773
======== ========
Earnings per share ............................... $ 0.47 $ 0.05
======== ========
Dividends per share .............................. $ 0.10 $ 0.10
======== ========
Weighted average number of common and common
equivalent shares outstanding ................... 14,644 14,608
======== ========
See accompanying Notes to Consolidated Financial Statements (unaudited).
3
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31
-------------------
1997 1996
-------- --------
OPERATING ACTIVITIES:
Net income ...................................... $ 6,811 $ 773
Adjustments to reconcile income to net cash
provided by operating activities:
Depreciation and amortization ................. 5,240 4,427
Amortization of deferred compensation ......... 42 --
Charge for purchased research and development . -- 3,498
Other, net .................................... (2) 19
Changes in assets and liabilities, net of
effect of acquisitions ....................... (2,052) 3,726
-------- --------
Net cash provided by operating activities ... 10,039 12,443
-------- --------
INVESTING ACTIVITIES:
Capital expenditures ............................ (443) (1,499)
Additions to software ........................... (1,541) (1,898)
Cash paid for acquisitions ...................... -- (7,979)
Disposals of property and equipment ............. 39 4
-------- --------
Net cash used in investing activities ......... (1,945) (11,372)
-------- --------
FINANCING ACTIVITIES:
Payments on line of credit note payable ......... (2,000) --
Payments on long-term debt ...................... (188) (187)
Proceeds from exercise of common stock options .. 154 524
Payment of dividends ............................ (1,428) (1,418)
-------- --------
Net cash used in financing activities ....... (3,462) (1,081)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ..................................... 4,632 (10)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . 2,928 13,641
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ....... $ 7,560 $ 13,631
======== ========
See accompanying Notes to Consolidated Financial Statements (unaudited).
4
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)
1. INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission for interim financial information. Accordingly, they do not
include all of the information and footnote disclosure required by
generally accepted accounting principles for complete financial statements.
During interim periods, the Company follows the accounting policies set
forth in its Annual Report on Form 10-K filed with the Securities and
Exchange Commission. Users of financial information produced for interim
periods are encouraged to refer to the footnotes contained in the Annual
Report on Form 10-K when reviewing interim financial results.
In the opinion of management, the accompanying financial statements include
all material adjustments necessary (consisting only of normal recurring
accruals except for the charge for purchased research and development in
1996) for a fair presentation of the Company's consolidated financial
position and results of operations. The results of operations for the
three-month period ended March 31, 1997, are not necessarily indicative of
the results to be expected for the full year. Certain prior period amounts
have been reclassified to be consistent with the presentation in the
current period statements.
2. ACQUISITIONS
During 1996 the Company completed nine acquisitions at a total cost of
approximately $18.4 million, which consisted of $12.7 million in cash and
liabilities of $5.7 million. The following unaudited pro forma summary
presents the consolidated results of operations for the three months ended
March 31, 1996, as if the acquisitions had occurred as of the beginning of
the period presented, after giving effect to certain adjustments which
include amortization of assets acquired, decreased interest income due to
acquisition costs, and the related income tax effects. These pro forma
results have been prepared for comparative purposes only and are not
necessarily indicative of what the actual results of operations would have
been had the acquisitions been made as of those dates, nor does it purport
to represent future operations of the Company.
(In thousands, except per share amounts) 1996
---------------------------------------- --------
Pro forma revenue $ 38,133
Pro forma net income $ 362
Pro forma earnings per share $ 0.02
5
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 1997
(Unaudited)
3. INCOME TAXES
Estimated income tax expense for the first three months of 1997 increased
to 39.0% of income before taxes from 35.0% in 1996. The lower tax rate in
1996 is due to the Research and Experimentation Credit regulation in effect
in 1996. The benefit from this regulation is expected to be substantially
lower in 1997, depending on when, and if, Congress extends the regulation
which currently expires in May. Additionally the state income tax expense
in 1997 is anticipated to be higher than in the prior year.
4. DIVIDENDS
On March 28, 1997, the Company paid a $1.4 million dividend at the rate of
$0.10 per share to shareholders of record on March 13, 1997. There were
14.3 million shares issued and outstanding on March 13, 1997.
5. STOCK OPTIONS
In May 1997, the shareholders of the Company approved 1997 Stock Incentive
Plans for both the Company and its wholly-owned subsidiary Rent Roll, Inc.
(Rent Roll). The plans allow for each company's respective common stock,
to be granted to members of management and key nonmanagement employees.
Total shares approved for future grants under these plans were 1,000,000
and 2,000,000 shares for the Company and Rent Roll plans, respectively.
Company common stock options totaling 739,250 were granted at an exercise
price of $6.1875, representing 50% of the fair market value of the
underlying stock on the date of grant. A specified percentage of options
becomes exercisable as certain target stock prices are met, with the
balance exercisable at the end of nine years. The applicable deferred
compensation has been recognized in stockholders' equity on the balance
sheet and is being amortized over nine years.
Rent Roll common stock options totaling 362,500 were granted at an exercise
price of $1.25, which is above fair market value of the underlying stock on
the date of grant. These options become exercisable at the end of nine
years unless certain specified goals are met, at which time a specified
percentage of the shares becomes exercisable. No compensation expense is
required.
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Selected First Quarter Results Expressed as a Percentage of Revenues:
Three Months Ended
March 31
-------------------------
1997 1996 Chg
------- ------- -------
Cost of revenues .............................. 43.7% 52.1% (8.4)%
Selling, general, and administrative .......... 31.6% 35.1% (3.5)%
Charge for purchased research and development . --% 9.8% (9.8)%
Total costs and expenses ...................... 75.3% 97.0% (21.7)%
Operating income .............................. 24.7% 3.0% 21.7%
Provision for income taxes .................... 9.7% 1.1% 8.6%
Net income .................................... 15.1% 2.2% 12.9%
COMPANY ACTIVITIES
Since December 31, 1996, the Company has been continuing its efforts to
assimilate the acquisitions completed over the past three years (see details in
the Company's 1996 Annual Report on Form 10-K). These acquisitions continue to
impact the comparability of financial results although, rather than the adverse
effect they had during 1996, the effect is positive in the first quarter of
1997.
RESULTS OF OPERATING INCOME
Operating income of the Company for the first quarter of 1997 was $11.1 million
compared to $1.0 million in 1996. The Fast-Tax business achieved operating
income of $15.8 million compared with operating income of $7.2 million in the
first quarter of 1996. The operating loss for the Rent Roll business was $3.3
million compared with an operating loss of $4.8 million in 1996.
The improvement achieved in operating income (loss) was attributable to higher
revenues related to acquisitions, and decreased acquisition charges in the Rent
Roll business (see additional details below). Offsetting these improvements was
an increase in operating expenses experienced by the Rent Roll business. The
increase was primarily attributable to a full quarter of operations of
businesses acquired in March 1996 and August 1996, coupled with an increase in
software development costs.
The Company currently anticipates that revenue for 1997 will increase 13% to 15%
over 1996 levels, and that operating margins (before acquisition related
charges) will return to more historical levels of 13% to 15% (see Safe Harbor
Statement below). First quarter results are not indicative of the results
expected in the second and third quarters since revenues from tax products and
services are seasonal with a larger percentage realized in the first and fourth
quarters. For additional information on seasonality, see the 1996 Annual Report
on Form 10-K.
7
<PAGE>
Business Results (in millions):
- -------------------------------
Fast-Tax Rent Roll Corporate
------------------ ----------------- -----------
1997 1996 Chg 1997 1996 Chg 1997 1996
---- ---- ---- ---- ---- ---- ---- ----
Revenues $40.9 $32.8 $ 8.1 $ 4.1 $ 3.0 $ 1.1 $ -- $ --
---- ---- ---- ---- ---- ---- ---- ----
Operations 23.9 24.4 (0.5) 6.3 3.3 3.0 1.4 1.4
Acquisition
related 1.2 1.2 -- 1.1 4.5 (3.4) -- --
---- ---- ---- ---- ---- ---- ---- ----
Total operating
expenses 25.1 25.6 (0.5) 7.4 7.8 (0.4) 1.4 1.4
---- ---- ---- ---- ---- ---- ---- ----
Operating income
(loss) $15.8 $ 7.2 $ 8.6 $(3.3) $(4.8) $ 1.5 $(1.4) $(1.4)
==== ==== ==== ==== ==== ==== ==== ====
Total
------------------
1997 1996 Chg
---- ---- ----
Revenues $45.0 $35.8 $ 9.2
---- ---- ----
Operations 31.6 29.1 2.5
Acquisition
related 2.3 5.7 (3.4)
---- ---- ----
Total operating
expenses 33.9 34.8 (0.9)
---- ---- ----
Operating income
(loss) $11.1 $ 1.0 $10.1
==== ==== ====
Fast-Tax Business
- -----------------
The $8.6 million (120%) increase in operating income for the first quarter of
1997 was primarily due to increased revenue related to the tax compliance
software business acquired from Price Waterhouse LLP (PW) in December 1995. The
revenue increase was attributable to conversion of the TMS client base to the
Company's historical January annual contract renewal cycle and to a lesser
degree the recognition of revenue deferred in 1996 pending receipt of executed
contracts with some TMS clients. The revenue increase was accompanied by a
slight improvement in expenses related to decreased PW consulting services fees
and synergies achieved since completion of the acquisition.
The bank tax group contributed to profit growth by achieving a 15% increase in
profit for the first quarter of 1997, compared to the first quarter of 1996. The
increase was due to higher revenues resulting from continued success with the
1099 tax software and services.
8
<PAGE>
The higher revenues were offset somewhat by increased credit reserves and a
$0.6 million increase in net software development expense, which was due to an
increase in amortization of previously capitalized costs. The current software
development costs were primarily related to maintenance and integration of
current products, continued development and enhancement of Windows(R)-based
client/server software, and development of remote server systems.
Software Development First Quarter
(in millions) 1997 1996 Chg
-------------------- ------ ------ ------
Costs $ 8.0 $ 8.2 $(0.2)
Capitalization (1.5) (1.7) 0.2
Amortization 1.3 0.7 0.6
------ ------ ------
Net expense $ 7.8 $ 7.2 $ 0.6
====== ====== ======
Rent Roll Business
- ------------------
The $1.1 million (36%) increase in revenue for the first quarter of 1997 was
attributable to the Renter Index, Inc. and A&M Software, Inc. acquisitions which
were completed in March 1996 and August 1996, respectively. Comparative revenue
related to these acquisitions was not included in the first quarter 1996
historical financial information.
The decrease in operating expenses of $0.4 million for the first quarter of 1997
was due to the $3.5 million decrease in the charge for purchased R&D, offset by
an increase in operations related to acquired companies, the integration of
acquisitions, and increased product development costs.
Total software development costs for the first quarter of 1997 were $1.0 million
compared with $0.5 million for the same period in 1996. The Company is
currently expensing all software development costs incurred by Rent Roll since
this business is newer and technological feasibility is less certain than
development undertaken in the more mature tax business. Increased development
costs are attributable to Windows client/server and Internet development and
expenses incurred to maintain and integrate products marketed by acquired
companies.
9
<PAGE>
ACQUISITION RELATED AMORTIZATION AND CHARGES
The Company has made numerous acquisitions since 1991, and the portion of the
purchase prices that was allocated to intangibles has an average amortization
life of 4.9 years. As discussed above, these acquisitions have a significant
impact on the comparability of financial results. Amortization of intangibles
and software, and other acquisition related charges for the years 1996 through
2001 (based on existing acquisitions), are as follows (in millions):
Amortization R&D Write-off
-------------------- --------------------
Year Fast-Tax Rent Roll Fast-Tax Rent Roll Total
------ -------- --------- -------- --------- -------
1996 $ 4.7 $ 4.9 $ -- $ 3.5 $ 13.1
1997 4.5 3.8 -- -- 8.3
1998 4.1 3.0 -- -- 7.1
1999 3.7 2.5 -- -- 6.2
2000 2.3 1.8 -- -- 4.1
2001 0.3 0.7 -- -- 1.0
------ ------- ------ ------- -----
Total $ 19.6 $ 16.7 $ -- $ 3.5 $ 39.8
====== ======= ====== ======= =====
INCOME BEFORE INCOME TAXES
The net impact on the Company of all of the above was to increase income before
income taxes. Following is a summary of the primary items accounting for this
increase (in millions):
(i) Fast-Tax business increase in operating income (net
of software development) ................................. $ 9.2
(ii) Increased amortization of previously capitalized tax
software development costs ............................... (0.6)
(iii) Rent Roll business increase in operating loss, before
acquisition charges ...................................... (1.9)
(iv) Decrease in acquisition related amortization and
other charges ............................................ 3.4
----
Total of above ............................................ $10.1
====
Total increase in income before income taxes .............. $10.0
====
PROVISION FOR TAXES
Estimated income tax expense for the first three months of 1997 increased to
39.0% of income before taxes from 35.0% in 1996. The lower tax rate in 1996 was
due to the Research and Experimentation Credit regulation in effect in 1996.
The benefit from this regulation is expected to be substantially lower in 1997,
depending on when, and if, Congress extends the regulation which currently
expires in May. Additionally, the state income tax expense in 1997 is
anticipated to be higher than in the prior year.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash flow for the first quarter of 1997 saw a net increase in cash and cash
equivalents of $4.6 million, compared with a net decrease of $10,000 in 1996.
The increase was primarily due to (in millions):
(i) Cash paid for acquisitions in 1996 ........................ $ 8.0
(ii) Higher level of capital expenditures and software
additions in 1996 ........................................ 1.4
(iii) Decrease in cash provided by operating activities,
due to acquisition related activity and working
capital changes in the ordinary course of business ....... (2.4)
(iv) Payments on the line of credit note payable ............... (2.0)
(v) Decrease in proceeds from exercise of common
stock options ............................................ (0.4)
----
Total of above ............................................ $ 4.6
----
Total increase in cash and cash equivalents ............... $ 4.6
====
The Company made investments in property and equipment of $0.4 million during
the first quarter of 1997 compared to $1.5 million during the same period of
1996. The decrease is primarily a result of timing in expenditures. It is
anticipated that the Company's 1997 investments in property and equipment will
be approximately $6.5 million.
The Company has a $20.0 million revolving credit/term facility which will expire
in December 1997 and may be extended at the lender's option. During the first
quarter of 1997, the Company repaid the $2.0 million note payable outstanding at
December 31, 1996.
At its May 1, 1997, meeting, the Board of Directors declared a dividend for the
second quarter of 1997 at a rate of $0.10 per share totaling $1.4 million. The
dividend is payable May 30, 1997, to shareholders of record on May 15, 1997.
The funds generated from operations together with the availability of the line
of credit are expected to be sufficient for liquidity requirements and capital
needs of the Company.
SAFE HARBOR
The Company's 1997 outlook and all other statements other than historical facts
are forward-looking statements and are subject to risks and uncertainties which
may cause actual future results or events to vary materially. A description of
some of the risks and uncertainties that could occur, is provided in the
Company's annual report on Form 10-K - Item 7.
11
<PAGE>
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on May 1, 1997.
Proxies for the meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934 and there was no solicitation in opposition to
management's solicitations.
The following proposals were adopted by the margins indicated:
1. To elect a Board of Directors to hold office until the next annual
meeting of shareholders or until their successors are duly elected
and qualified.
Number of Shares
------------------------
For Withheld
---------- --------
Francis W. Winn 13,662,163 436,253
Stephen T. Winn 13,662,163 436,253
David L. Winn, M.D. 13,662,163 436,253
James R. Dunaway, Jr. 13,662,163 436,253
Merle J. Volding 13,659,591 438,825
Max D. Hopper 13,659,591 438,825
Jefferey T. Leeds 13,659,558 438,858
Walter V. Smiley 13,659,591 438,825
2. To approve the Computer Language Research, Inc. 1997 Stock Incentive
Plan, providing a maximum of 1,000,000 shares of the Company's common
stock for issuance thereunder.
For 12,049,878
Against 577,274
Abstain 19,039
Broker Non-Votes 1,452,225
3. To approve the Rent Roll, Inc. 1997 Stock Incentive Plan, providing a
maximum of 2,000,000 shares of Rent Roll, Inc. common stock for issuance
thereunder.
For 11,683,546
Against 914,074
Abstain 48,571
Broker Non-Votes 1,452,225
12
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
During the quarter ended March 31, 1997, the Company was not required to file a
Form 8-K with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMPUTER LANGUAGE RESEARCH, INC.
DATE: May 13, 1997 By M. Brian Healy
---------------------------------------------
M. Brian Healy
Group Vice President, Finance and
Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS PRESENTED IN THE FIRST QUARTER 1997 10-Q AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 7,560
<SECURITIES> 0
<RECEIVABLES> 32,436
<ALLOWANCES> 892
<INVENTORY> 0
<CURRENT-ASSETS> 43,027
<PP&E> 58,154
<DEPRECIATION> 38,613
<TOTAL-ASSETS> 103,511
<CURRENT-LIABILITIES> 31,082
<BONDS> 0
0
0
<COMMON> 150
<OTHER-SE> 67,431
<TOTAL-LIABILITY-AND-EQUITY> 103,511
<SALES> 44,994
<TOTAL-REVENUES> 44,994
<CGS> 19,669
<TOTAL-COSTS> 19,669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25
<INCOME-PRETAX> 11,165
<INCOME-TAX> 4,354
<INCOME-CONTINUING> 6,811
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<NET-INCOME> 6,811
<EPS-PRIMARY> 0.47
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</TABLE>
