<PAGE>1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 0-12751
DeVRY INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3150143
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Tower Lane, Oakbrook Terrace, Illinois 60181
------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(630) 571-7700
----------------------------------------------------
(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
Number of shares of Common Stock, $0.01 par value, outstanding at
April 28, 2000: 69,621,784
Total number of pages: 14
<PAGE>2
DeVRY INC.
FORM 10-Q INDEX
For the Quarter and Nine Months ended March 31, 2000
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets at
March 31, 2000, June 30, 1999,
and March 31, 1999 3-4
Consolidated Statements of Income
for the quarter and nine months ended
March 31, 2000, and 1999 5
Consolidated Statements of Cash Flows
for the nine months ended
March 31, 2000, and 1999 6
Notes to Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and
Analysis of Results of Operations
and Financial Condition 9-12
Part II. Other Information
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>3
PART I - Financial Information
Item 1 - Financial Statements
<TABLE>
DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
March 31, June 30, March 31,
2000 1999 1999
----------- ---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 33,995 $ 31,848 $ 57,465
Restricted Cash 49,595 20,766 30,442
Accounts Receivable, Net 92,708 14,217 62,816
Inventories 3,532 6,592 3,821
Deferred Income Taxes 2,656 4,536 1,643
Prepaid Expenses and Other 4,109 982 1,695
------- ------- -------
Total Current Assets 186,595 78,941 157,882
------- ------- -------
Land, Buildings and Equipment
Land 38,491 37,833 37,821
Buildings 100,141 73,175 72,668
Equipment 108,904 92,304 86,850
Construction In Progress 3,135 12,741 4,871
------- ------- -------
250,671 216,053 202,210
Accumulated Depreciation (96,132) (80,842) (76,245)
------- ------- -------
Land, Buildings and
Equipment, Net 154,539 135,211 125,965
------- ------- -------
Other Assets
Intangible Assets, Net 74,946 37,841 38,181
Perkins Program Fund, Net 7,829 7,375 7,131
Other Assets 1,405 1,323 3,909
------- ------- -------
Total Other Assets 84,180 46,539 49,221
------- ------- -------
TOTAL ASSETS $425,314 $260,691 $333,068
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>4
<TABLE>
DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
March 31, June 30, March 31,
2000 1999 1999
----------- --------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
LIABILITIES
Current Liabilities
Accounts Payable $ 35,272 $ 29,080 $ 25,455
Accrued Salaries, Wages &
Benefits 26,355 22,339 22,593
Accrued Expenses 8,078 5,500 5,831
Advance Tuition Payments 10,069 11,979 6,500
Deferred Tuition Revenue 108,417 5,145 94,564
------- ------- -------
Total Current Liabilities 188,191 74,043 154,943
------- ------- -------
Other Liabilities
Revolving Loan 13,000 - -
Deferred Income Tax Liability 323 2,137 3,660
Deferred Rent and Other 11,985 9,206 9,087
------- ------- -------
Total Other Liabilities 25,308 11,343 12,747
------- ------- -------
TOTAL LIABILITIES 213,499 85,386 167,690
------- ------- -------
SHAREHOLDERS' EQUITY
Common Stock, $0.01 par value,
200,000,000 Shares Authorized,
69,605,007, 69,414,020 and
69,399,630, Shares Issued and
Outstanding at March 31, 2000,
June 30, 1999 and March 31,
1999, Respectively 696 694 694
Additional Paid-in Capital 61,463 60,948 60,885
Retained Earnings 149,210 113,215 103,125
Accumulated Other Comprehensive
Income 446 448 674
------- ------- -------
TOTAL SHAREHOLDERS' EQUITY 211,815 175,305 165,378
------- ------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $425,314 $260,691 $333,068
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>5
<TABLE>
DEVRY INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands except for Per Share Amounts)
(Unaudited)
<CAPTION>
For The Quarter For The Nine Months
Ended March 31, Ended March 31,
-------------------- --------------------
2000 1999 2000 1999
-------------------- --------------------
<S> <C> <C> <C> <C>
REVENUES:
Tuition $117,496 $ 98,669 $343,332 $279,901
Other Educational 12,358 11,347 37,444 31,289
Interest 278 218 886 715
------- ------- ------- -------
Total Revenues 130,132 110,234 381,662 311,905
------- ------- ------- -------
COSTS AND EXPENSES:
Cost of Educational Services 72,569 63,932 216,333 178,890
Student Services and
Administrative Expense 35,518 29,124 105,131 85,922
Interest Expense 355 43 1,364 257
------- ------- ------- -------
Total Costs and Expenses 108,442 93,099 322,828 265,069
------- ------- ------- -------
Income Before Income Taxes 21,690 17,135 58,834 46,836
Income Tax Provision 8,393 6,512 22,839 18,096
------- ------- ------- -------
NET INCOME $ 13,297 $ 10,623 $ 35,995 $ 28,740
======= ======= ======= =======
EARNINGS PER COMMON SHARE
Basic $0.19 $0.15 $0.52 $0.41
===== ===== ===== =====
Diluted $0.19 $0.15 $0.51 $0.41
===== ===== ===== =====
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>6
<TABLE>
DEVRY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
For The Nine Months
Ended March 31,
2000 1999
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 35,995 $28,740
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation 15,484 11,457
Amortization 2,777 1,248
Provision for Refunds and
Uncollectible Accounts 18,611 15,094
Deferred Income Taxes 66 (45)
Loss on Disposals and Adjustments to
Land, Buildings and Equipment 49 139
Changes in Assets and Liabilities:
Restricted Cash (28,684) (13,567)
Accounts Receivable (96,550) (65,988)
Inventories 3,143 1,397
Prepaid Expenses And Other (2,688) (2,266)
Perkins Program Fund Contribution
and Other (581) (515)
Accounts Payable 3,896 1,339
Accrued Salaries, Wages,
Expenses and Benefits 6,178 1,498
Advance Tuition Payments (3,359) (2,702)
Deferred Tuition Revenue 103,272 88,829
------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 57,609 64,658
------- ------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital Expenditures (30,490) (29,456)
Payments for Purchases of Businesses, Net
of Cash Acquired (38,487)
------- ------
NET CASH USED IN INVESTING ACTIVITIES (68,977) (29,456)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds From Exercise of Stock Options 517 278
Proceeds From Revolving Credit Facility 40,000
Repayments Under Revolving Credit Facility (27,000) (10,000)
------- ------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 13,517 (9,722)
Effects of Exchange Rate Differences (2) 104
------- ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,147 25,584
Cash and Cash Equivalents at Beginning
of Period 31,848 31,881
------- ------
Cash and Cash Equivalents at End of Period $ 33,995 $57,465
======= ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid During the Period $1,329 $247
Income Taxes Paid During the Period 25,384 19,789
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>7
DEVRY INC.
Notes to Consolidated Financial Statements
For the Quarter and Nine Months Ended March 31, 2000
----------
1. The interim consolidated financial statements include the
accounts of DeVry Inc. (the Company) and its wholly-owned
subsidiaries. These financial statements are unaudited but,
in the opinion of management, contain all adjustments,
consisting only of normal, recurring adjustments, necessary
to present fairly the financial condition and results of
operations of the Company.
The interim consolidated financial statements should be read
in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1999 and in conjunction
with the Company's quarterly reports on Form 10-Q for the quarters
ended September 30, 1999 and December 31, 1999, each as filed
with the Securities and Exchange Commission.
The results of operations for the nine months ended
March 31, 2000, are not necessarily indicative of results
to be expected for the entire fiscal year.
Certain previously reported amounts have been reclassified to
conform to the current presentation format.
2. Statement of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income" establishes standards for reporting and
display of comprehensive income and its components in the financial
statements. The components of comprehensive income, other than
those included in net income, were immaterial for the quarter and
nine months ended March 31, 2000.
3. On July 1, 1999, the Company acquired substantially all of
the tangible operating assets, trademarks and trade names and
assumed certain liabilities of the Denver Technical College
("DTC"). These assets were purchased, for cash, from
Educational Development Corporation and its stockholders. On
this same date, the Company acquired certain land and
buildings used by DTC from Niagara Limited Partnership for
cash. DTC is one of the largest technical colleges in
Colorado. The college offers undergraduate and post-graduate
degree programs in electronics, computer technology, business
and medical technology at campuses in Denver and Colorado Springs.
<PAGE>8
On July 2, 1999, Becker CPA acquired certain tangible
operating assets, trademarks and trade names of Conviser
Duffy CPA Review Course ("Conviser Duffy"). These assets were
purchased, for cash, from a unit of Harcourt General, Inc.
Conviser Duffy is a nationally known training firm preparing
students to pass the CPA exam.
Funding for the above acquisitions was obtained through
borrowings under the Company's revolving credit facility.
The acquisitions are accounted for under the purchase method
of accounting. Accordingly, the purchase prices have been
allocated to the tangible and identifiable intangible assets
acquired and liabilities assumed based on their estimated
fair values. The intangible assets, consisting primarily
of goodwill, are being amortized using the straight line
method primarily over a 25-year period for financial reporting
purposes and will be deducted for tax reporting purposes over
shorter statutory lives.
4. The Company's revolving line of credit agreement contains a
covenant requiring guarantees to the lenders from the Company
and its subsidiaries. Several new subsidiaries, formed by
the Company to facilitate acquisitions during the first and
second quarters of fiscal 2000, did not deliver such
guarantees until after the required period, creating an Event
of Default as defined by the loan agreement. On December 3,
1999, the lenders waived this default for all prior periods.
5. Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding during the
period. Shares used in this computation were 69,592,000 and
69,389,000 for the third quarters ended March 31, 2000 and 1999,
respectively, and 69,490,000 and 69,346,000 for the nine months ended
March 31, 2000 and 1999, respectively. Diluted earnings per share is
computed by dividing net income by the weighted average number of
shares assuming dilution. Dilutive shares reflect the additional
shares that would be outstanding if dilutive stock options were
exercised during the period. Shares used in this computation were
70,321,000 and 70,560,000 for the quarters ended March 31, 2000 and
1999, respectively, and 70,324,000 and 70,451,000 for the nine months
ended March 31, 2000 and 1999, respectively.
<PAGE>9
Item 2 - Management's Discussion and Analysis of Results of Operations and
Financial Condition
Certain information contained in this quarterly report may constitute forward
looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements may involve risks
and uncertainties that could cause actual results to differ materially from
the forward-looking statements. Potential risks and uncertainties include,
but are not limited to, dependence on student financial aid, state and
provincial approval and licensing requirements, and the other factors detailed
in the Company's SEC filings, including those discussed under the heading
entitled "Risk Factors" in the Company's Registration Statement on Form S-3
(No. 333-22457) filed with the Securities and Exchange Commission.
The following discussion of the Company's results of operations and financial
condition should be read in conjunction with the consolidated financial
statements of the Company and the notes thereto as included in the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1999, and in
conjunction with the Company's quarterly reports on Form 10-Q for the quarters
ended September 30, and December 31, 1999, all as filed with the Securities
and Exchange Commission. All references to per share amounts have been
restated to reflect the June 19, 1998,
two-for-one stock split.
Because of the somewhat seasonal pattern of the Company's enrollments and its
term starting dates, which affect the results of operations and the timing of
cash inflows, the Company's management believes that comparisons of its
results of operations should be made to the corresponding period in the
preceding year. Comparisons of financial position should be made to
both the end of the previous fiscal year and to the end of the corresponding
period in the preceding year. Because of the seasonality of student
enrollments, the Company's second and third quarters have historically
represented the periods of highest revenues and net income within a fiscal
year.
Results of Operations
- ---------------------
Tuition revenues for the third quarter increased by $18.8 million, or 19.1%,
compared to the third quarter of last year. For the first nine months, the
increase in tuition revenues was $63.4 million, or 22.7%. These increases in
tuition revenue were produced by several positive factors. Enrollments for the
fall term at the Company's undergraduate schools increased by 13.4% from last
fall and enrollments for the spring term increased by 14.3% from last year.
These were the 27th and 28th consecutive terms that exceeded prior year results
in total student enrollment. The total undergraduate student enrollments for
the current year include the DeVry Institutes and Denver Technical College
that was acquired in July, 1999. Contributing to the record revenues and
enrollments were the increased number of students attending the DeVry Institute
campuses in Fremont, California, and Long Island City, New York, both of which
were opened last fiscal year, and the DeVry Institute campus in West Hills,
California, which opened in November, 1999. At the DeVry Institutes, the
tuition increase that has been historically implemented for the spring term
was realigned to coincide with the financial aid year beginning in July and the
Company's high school recruiting program. This partially offset increases in
revenue from higher enrollments in the third quarter. At Keller Graduate
<PAGE>10
school, total student enrollments
<PAGE>
for the November and February terms
increased, respectively, by 14.6% and 17.4% from last year. A tuition increase
approximating 5-6% was implemented by Keller Graduate School during the past
year, further contributing to its revenue gains. Also, revenue growth came
from increased enrollments at the Becker CPA review course, complemented by
the July acquisition of the Conviser Duffy CPA Review course.
Other Educational Revenues, composed primarily of sales of books and supplies,
increased for the quarter and nine months because of sales to the increased
number of students attending the Company's educational programs. Sales of the
popular Becker CPA review course on CD-ROM, which are included in this
category, continued their increase from the prior year. The DeVry Institutes
have entered into an agreement with Follett Higher Education Group ("Follett")
to run several of the on-campus Institute bookstores and also provide internet
order capability to students at these campuses. The wider range of ancillary
merchandise and better retail store management should provide an improved
level of service to DeVry Institute students. The Institutes will receive a
commission from Follett based upon the level of sales at these campuses.
Responsibility for running additional DeVry Institute campus bookstores may
be transferred to Follett in the future, reducing reported revenues but with
no significant effect on net income.
Interest income on the Company's short-term investments increased slightly from
the third quarter and corresponding nine months of last year, reflecting the
generally higher interest rates available this year on the Company's short
term investments.
Cost of Educational Services for the quarter increased by $8.6 million, or
13.5%, from last year. For the first nine months, the increase was $37.4
million, or 20.9%. These increases reflect the instructional costs associated
with the acquisitions of Denver Technical College and Conviser Duffy as well
as the cost of additional facilities, faculty, staff, service and supply costs
associated with new DeVry Institute and Keller Graduate School sites.
Compared to February 1999, Keller is operating at three new teaching sites and
there is one new DeVry Institute campus. Increased enrollments at previously
existing sites, particularly the two DeVry Institutes which opened last fiscal
year and now have substantially higher enrollments and supporting faculty and
staff levels in their second year of operation, also contributed to the
increase in spending.
Depreciation expense, largely included in the cost of Educational Services,
increased by $1.3 million for the quarter and by $4.0 million for the first
nine months compared to last year. These increases reflect increased capital
spending for the past several years, continuing on into the current year, to
expand and improve the Company's operations. The provision for refunds and
doubtful accounts, which is a non-cash charge against income, remained an
approximately constant percent to tuition and other educational revenue for the
first nine months of the year compared to last year. Compared to the
percentage of revenue two years ago, this provision has declined slightly as a
percentage of revenues. The Company believes that this reduction is a
reflection of the benefits from increased new student admission standards at
DeVry Institutes and improved educational programs and support throughout all
of the Company's educational programs.
<PAGE>11
Student Services and Administrative Expense increased by $6.4 million, or 22.0%
from the third quarter of last year. For the first nine months, these expenses
increased by $19.2 million, or 22.4% from last year. These increases reflect
the marketing and administrative costs associated with the two operations
acquired in July and the marketing costs associated with student recruitment
for the DeVry Institutes' new school in West Hills, California, plus costs
associated with marketing for the new Keller Graduate School teaching sites
which have opened since last year. Also, advertising and student recruiting
have begun for the DeVry Institute campuses in Tinley Park, Illinois, and
Orlando, Florida, both of which are scheduled to open in the next fiscal
year. Because marketing costs are incurred before the revenue from new student
enrollments is realized, these increased rates of spending reflect efforts and
programs aimed at student recruiting for future terms.
Amortization expense of intangible assets, which is included in Student
Services and Administrative Expense, increased by $0.5 million for the third
quarter and by $1.5 million for the nine months, reflecting the amortization
of goodwill from the two acquisitions which were completed at the start of the
fiscal year and recorded under the purchase method of accounting.
The Company's earnings from operations, before interest expense and taxes, were
a record for any third quarter and first nine month period. Operating margins,
which have been rising steadily over the corresponding year-ago periods,
increased again in the third quarter, following increases in previous quarters.
These increases were achieved by higher operating leverage on continued
enrollment growth at the Company's previously existing locations and cost
controls over all areas of spending.
Interest expense increased by $0.3 million and $1.1 million for the quarter and
first nine months, respectively. The increase in expense reflects outstanding
borrowings under the Company's revolving term loan agreement which were used to
complete the acquisitions of Denver Technical College and Conviser Duffy CPA
Review.
Net income of $13.3 million, or $0.19 per diluted share, for the quarter and
$36.0 million, or $0.51 per diluted share, for the year-to-date, continued the
pattern of year-over-year earnings increases in excess of 20% in every time
period.
The start of the new calendar year passed with no disruption to the Company's
operations. Testing of communications and information systems' performance was
conducted at all of the Company's major facilities on Sunday, January 2nd.
This testing verified that the software and hardware, which had been the
subject of earlier testing, was functioning as expected and without problems.
Business resumed without interruption on January 3rd and only minor software
modifications were subsequently required to correct certain reports not
regularly nor frequently used. To-date, there has been no measurable adverse
effect on the Company from events surrounding the start of the new year.
While the Company believes that efforts directed to this event have now been
completed, there is no assurance that some further efforts will not be
required.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101 ("SAB 101") titled Revenue Recognition in Financial
Statements. This bulletin provides the SEC staff's views on applying generally
accepted accounting principles to selected revenue recognition issues, in
<PAGE>12
particular with respect to the Company, the recognition of fee income. The
principles outlined in this bulletin must be applied no later than the first
fiscal quarter of the Company's next fiscal year. The Company derives most of
its revenues from tuition charges that are properly recognized ratably over
the period of the academic term. Application fees and other similar charges,
which are currently recognized as revenue when they are charged, do provide
relatively small amounts of additional revenue. SAB 101 requires deferral of
such application fees and other similar charges over the period of student
enrollment. The Company is in the process of evaluating the full effects of
SAB 101; however, based on preliminary analysis, the Company does not expect
SAB 101 to have a significant effect on its reported earnings or the
balance sheet.
Liquidity and Capital Resources
- -------------------------------
Cash generated from operations was $57.6 million in the first nine months, a
decrease of $7.0 million from the same period last year. Higher net income,
increased non-cash charges for depreciation and amortization, higher accounts
payable and accrued expenses were the primary positive contributors to
increased cash flow. However, restricted cash and accounts receivable both
increased substantially from March 31st of last year, more than offsetting
these gains. The DeVry Institute spring term began on March 13th this year,
five days later than it began last year. Most tuition and fee revenues are
collected in the early weeks of each new term. Therefore, the reduced number
of days from the start of the term this year until the end of the quarter
resulted in significant collection activity occurring in April, the Company's
fourth quarter, rather than in March as they were last year. At June 30th,
the end of the Company's current fiscal year, a point fully comparable to the
year-ago period and the point at which most student receivables for the DeVry
Institutes should have been collected, the increase in receivable levels from
the prior year is expected to be more in line with the rate of increase in
revenues from last year. Receivable levels, comparably measured against last
year at June 30th, are expected to reflect a somewhat higher balance per
student as a result of the higher tuition rates being charged each term.
Capital spending was $30.5 million for the first nine months, an increase of
1.0 million from last year. Included in this total is the completion of
construction of the DeVry Institute campus in West Hills, California, and the
addition to the urban Chicago campus. Renovation and expansion at the
Columbus, Ohio, campus and construction of the new campus in Tinley Park,
Illinois, also contributed to the high level of spending. The current rate of
spending is expected to continue as the Company further expands and improves
its operations.
At the start of the fiscal year, the Company borrowed $40.0 million under its
revolving term loan to complete two acquisitions. Through March 31, the
Company repaid a total of $27.0 million from cash on hand and cash generated
from operations. In April, the Company repaid another $3.0 million. Future
borrowings and repayments will depend upon the levels of cash generated from
operations and cash requirements for operation and expansion.
The Company believes that current balances of unrestricted cash, cash generated
from operations and its revolving term loan agreement will be sufficient to
fund its operations for the foreseeable future.
<PAGE>13
PART II - Other information
Item 5 - Other Information
- --------------------------
The DeVry Institutes have applied to the Commission on Institutions of Higher
Education of the North Central Association of Colleges and Schools for approval
to offer bachelor's degree programs online, modeled after the successful Keller
Graduate School of Management online master's degree programs and utilizing the
same delivery platform.
The Company has entered into a lease for a new DeVry Institute campus in
Orlando, Florida, that is scheduled to begin operation in November. This is
DeVry's first campus in the state of Florida. The Company has also renegotiated
the lease on its Oakbrook Terrace, IL., corporate headquarters office space,
expanding the leased area and extending the term of the lease.
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the quarter ended
March 31, 2000.
<PAGE>14
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.
Date: MAY 8, 2000 /s/ Ronald L. Taylor
--------------------
Ronald L. Taylor
President and Chief Operating
Officer
Date: MAY 8, 2000 /s/Norman M. Levine
-------------------
Norman M. Levine
Vice President Finance, Controller,
Chief Financial and Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 83590
<SECURITIES> 0
<RECEIVABLES> 106549
<ALLOWANCES> 13841
<INVENTORY> 3532
<CURRENT-ASSETS> 186595
<PP&E> 250671
<DEPRECIATION> 96132
<TOTAL-ASSETS> 425314
<CURRENT-LIABILITIES> 188191
<BONDS> 13000
0
0
<COMMON> 696
<OTHER-SE> 211119
<TOTAL-LIABILITY-AND-EQUITY> 425314
<SALES> 0
<TOTAL-REVENUES> 381662
<CGS> 0
<TOTAL-COSTS> 216333
<OTHER-EXPENSES> 105131
<LOSS-PROVISION> 18611
<INTEREST-EXPENSE> 1364
<INCOME-PRETAX> 58834
<INCOME-TAX> 22839
<INCOME-CONTINUING> 35995
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35995
<EPS-BASIC> .52
<EPS-DILUTED> .51
</TABLE>
