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 February 29, 2000 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 0-16169
HARDING LAWSON ASSOCIATES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 68-0132062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
707 17th Street, Suite 2400
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 293-6100
Indicate by check mark whether the registrant (1) has filed all reports required
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 |_|
At April 3, 2000, the registrant had issued and outstanding an aggregate of
5,100,996 shares of its common stock.
<PAGE>
INDEX
HARDING LAWSON ASSOCIATES GROUP, INC.
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
February 29, 2000 (Unaudited) and May 31, 1999.....................3
Condensed Consolidated Statements of Income -
Three and Nine Months Ended February 29, 2000
and February 28, 1999 (Unaudited)..................................4
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended February 29, 2000 and
February 28, 1999 (Unaudited)......................................5
Notes to Condensed Consolidated Financial Statements
February 29, 2000 (Unaudited)......................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................12
SIGNATURES ...........................................................13
INDEX TO EXHIBITS ...........................................................14
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARDING LAWSON ASSOCIATES GROUP, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
February 29, 2000 May 31, 1999
- ----------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $17,100 $17,108
Investments - rabbi trust 2,301 3,629
Accounts receivable 33,689 30,443
Unbilled work in progress 9,578 15,685
Less allowances for receivables and unbilled work (2,697) (2,464)
Prepaid expenses 1,129 1,282
Deferred income taxes 2,153 5,017
- ----------------------------------------------------------------------------------------------------------------
Total current assets 63,253 70,700
- ----------------------------------------------------------------------------------------------------------------
Equipment 27,050 27,947
Less accumulated depreciation (22,073) (22,056)
- ----------------------------------------------------------------------------------------------------------------
Net equipment 4,977 5,891
- ----------------------------------------------------------------------------------------------------------------
Deposits and other assets 10,465 10,550
- ----------------------------------------------------------------------------------------------------------------
Total assets $78,695 $87,141
================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $4,437 $9,290
Accrued expenses 4,236 10,558
Accrued compensation 7,733 7,967
Deferred compensation - rabbi trust 2,918 4,236
Billings in excess of costs and estimated earnings
on uncompleted contracts 5,520 4,558
Income taxes payable 15 1,394
- ----------------------------------------------------------------------------------------------------------------
Total current liabilities 24,859 38,003
- ----------------------------------------------------------------------------------------------------------------
Other liabilities 1,578 1,635
- ----------------------------------------------------------------------------------------------------------------
Total liabilities 26,437 39,638
- ----------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Minority interest in subsidiaries 48
- ----------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock, $0.01 par value;
authorized 1,000,000 shares; none issued
and outstanding
Common stock, $0.01 par value; authorized 10,000,000 shares; issued
5,092,996 and 4,963,336 at February 29, 2000 and May 31, 1999,
respectively 51 50
Additional paid-in capital 18,935 18,066
Stockholder note receivable (243) (243)
Rabbi trust shares, 77,101 and 70,354 at February
29, 2000 and May 31, 1999, respectively (619) (607)
Retained earnings 34,134 30,189
- ----------------------------------------------------------------------------------------------------------------
Total shareholders' equity 52,258 47,455
- ----------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $78,695 $87,141
================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
HARDING LAWSON ASSOCIATES GROUP, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
February 29/28, February 29/28,
2000 1999 2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gross revenue $40,562 $41,326 $128,317 $121,466
Less: Cost of outside services 14,831 15,031 44,535 40,693
- -------------------------------------------------------------------------------------------------------------------
Net revenue 25,731 26,295 83,782 80,773
- -------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Payroll and benefits 17,478 18,148 57,626 55,771
General expenses 6,234 7,594 19,624 22,683
- -------------------------------------------------------------------------------------------------------------------
Total costs and expenses 23,712 25,742 77,250 78,454
- -------------------------------------------------------------------------------------------------------------------
Operating income 2,019 553 6,532 2,319
Interest income, net 80 130 294 349
- -------------------------------------------------------------------------------------------------------------------
Income before income taxes
and minority interest 2,099 683 6,826 2,668
Provision for income taxes 868 287 2,868 1,123
Minority interest (18) 8 (21)
- -------------------------------------------------------------------------------------------------------------------
Net income $1,231 $414 $3,950 $1,566
===================================================================================================================
Basic net income per share $0.25 $0.09 $0.79 $0.32
===================================================================================================================
Shares used in computing basic net
income per share 5,004 4,815 4,984 4,844
===================================================================================================================
Diluted net income per share $0.24 $0.09 $0.77 $0.32
===================================================================================================================
Shares used in computing diluted net
income per share 5,145 4,830 5,150 4,890
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
HARDING LAWSON ASSOCIATES GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Nine Months Ended February 29/28,
2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $3,950 $1,566
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,315 2,426
Net decrease (increase) in current assets 5,748 (2,633)
Net (decrease) increase in current liabilities (10,716) 1,185
Other, net (880) (200)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 417 2,344
- -------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of equipment, net (1,779) (1,460)
Sale of Australian operations 484
Investment in acquisition (1,020)
- -------------------------------------------------------------------------------------------------------------------
Net cash used in investment activities (1,295) (2,480)
- -------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from sale of stock 870 280
Repurchase of common stock (2,702)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 870 (2,422)
- -------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (8) (2,558)
Cash and cash equivalents at beginning of period 17,108 15,118
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $17,100 $12,560
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
HARDING LAWSON ASSOCIATES GROUP, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
February 29, 2000
NOTE 1: BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared
without audit by Harding Lawson Associates Group, Inc. (the "Company") in
accordance with generally accepted accounting principles for interim financial
statements and pursuant to the rules of the Securities and Exchange Commission
for Form 10-Q. Certain information and footnotes required by generally accepted
accounting principles for complete financial statements have been omitted. It is
the opinion of management that all adjustments considered necessary for a fair
presentation have been included, and that all such adjustments are of a normal
and recurring nature. For further information, refer to the audited financial
statements and footnotes included in the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1999. Reclassification of certain balances
from the prior fiscal year have been made to conform to the February 29, 2000
presentation.
NOTE 2: COMMITMENTS AND CONTINGENCIES
The Company is currently subject to certain claims and lawsuits arising in the
ordinary course of its business. In the opinion of management, adequate
provision has been made for all known liabilities that are currently expected to
result from these claims and lawsuits, and in the aggregate such claims are not
expected to have a material effect on the financial position of the Company. The
estimates used in establishing these provisions could differ from actual
results. Should these estimates change significantly, the effect on operations
for any quarterly or annual reporting period could be material.
NOTE 3: COMPREHENSIVE INCOME
Comprehensive income (in thousands) for the nine months ending February 29/28 is
as follows:
- --------------------------------------------------------------------------------
Nine Months Ending February 29/28,
2000 1999
- --------------------------------------------------------------------------------
Net income $3,950 $1,566
Foreign currency translation adjustment (5) (50)
- --------------------------------------------------------------------------------
Comprehensive income $3,945 $1,516
- --------------------------------------------------------------------------------
NOTE 4: RESTRUCTURING CHARGES
During May, 1999, the Company recorded charges of $4,383,000 for i) anticipated
losses associated with the planned disposal of its investments in its Australian
and Mexican operations; such investments were written down to their anticipated
net realizable value ($2,154,000), ii) severance and other costs associated with
the corporate reorganization and corporate office relocation ($2,029,000), and
iii) the writedown of goodwill associated with the Company's acquisition of EEC
Environmental, Inc. in 1993 ($200,000). As of February 29, 2000 and May 31,
1999, the accompanying consolidated financial statements reflect $0 and
$2,768,000 in accrued expenses, respectively, in connection with the
restructuring charges. The Company now considers the restructuring complete and
expects to incur no further charges.
6
<PAGE>
NOTE 5: SEGMENT INFORMATION
The Company has determined that the services provided by the Company represent
one reportable segment. At the end of fiscal 1999, the Company formally merged
its primary domestic operating divisions into a single operating Company. The
table below presents information (in thousands) about net revenue from external
customers attributable to the Company's country of domicile and attributable to
all foreign countries. The method for attributing net revenues from particular
countries is based on the location where the service was provided. The Company's
foreign operations have been mainly in Australia, which were sold during the
second quarter of fiscal 2000, and Mexico, which were discontinued during fiscal
1999.
- --------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
February 29/28, February 29/28,
2000 1999 2000 1999
- --------------------------------------------------------------------------------
United States $25,731 $25,384 $82,032 $77,737
Australia/Mexico 911 1,750 3,036
- --------------------------------------------------------------------------------
Company Total $25,731 $26,295 $83,782 $80,773
- --------------------------------------------------------------------------------
The table below presents information about total assets attributable to the
Company's country of domicile and attributable to all foreign countries (in
thousands):
- --------------------------------------------------------------------------------
February 29, May 31,
2000 1999
- --------------------------------------------------------------------------------
United States $78,695 $86,691
Australia 450
- --------------------------------------------------------------------------------
Company Total $78,695 $87,141
- --------------------------------------------------------------------------------
The amounts included for net revenue and total assets are based on the financial
information used to produce these financial statements.
NOTE 6: SUBSEQUENT EVENT
Subsequent to the fiscal quarter ended February 29, 2000, the Company announced
on March 24, 2000, that it had entered into an Agreement and Plan of Merger,
dated as of March 23, 2000, by and among MACTEC, Inc., CETCAM Acquisition
Corporation, a wholly owned subsidiary of MACTEC, and the Company. Under the
terms of the Merger Agreement, the Company will become a wholly owned subsidiary
of MACTEC through the merger of CETCAM with and into the Company and each share
of common stock of the Company will be converted into the right to receive
$11.50 per share in cash. The Agreement is subject to certain conditions,
including obtaining the approval of the holders of at least the majority of the
outstanding shares of common stock of the Company.
7
<PAGE>
HARDING LAWSON ASSOCIATES GROUP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
The statements in this report that are forward-looking are based on current
expectations, and actual results may differ materially. The forward-looking
statements include those regarding the level of future purchases of fixed assets
and the possible impact of current and future claims against the Company based
upon negligence and other theories of liability. Forward-looking statements
involve numerous risks and uncertainties that could cause actual results to
differ materially, including, but not limited to, the possibilities that the
demand for the Company's services may decline as a result of possible changes in
general and industry specific economic conditions and the effects of competitive
services and pricing; one or more current or future claims made against the
Company may result in substantial liabilities; and such other risks and
uncertainties as are described in reports and other documents filed by the
Company from time to time with the Securities and Exchange Commission.
Results of Operations
(In thousands, except per share data)
The following table sets forth for the periods indicated, (i) the percentage
that certain items in the condensed consolidated income statements of the
Company bear to net revenues, and (ii) the percentage increase (decrease) in
dollar amount of such items from year to year.
<TABLE>
<CAPTION>
Percentage of Net Revenue Percentage
Three Months Ended Nine Months Ended Increase (Decrease)
February 29/28, February 29/28, February 29/28,
Three Months Nine Months
2000 1999 2000 1999 2000 vs. 1999 2000 vs. 1999
---- ---- ---- ---- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue 100.0% 100.0% 100.0% 100.0% (2.1)% 3.7%
Costs and expenses
Payroll and benefits 67.9 69.0 68.8 69.0 (3.7) 3.3
General expenses 24.2 28.9 23.4 28.1 (17.9) (13.5)
Operating income/margin 7.9 2.1 7.8 2.9 265.1 181.7
Interest income, net 0.3 0.5 0.3 0.4 (38.5) (15.8)
Income before income taxes
and minority interest 8.2 2.6 8.1 3.3 207.3 155.8
Provision for income taxes
and minority interest 3.4 1.0 3.4 1.4 222.7 161.0
Net income 4.8 1.6 4.7 1.9 197.3 152.2
</TABLE>
Third Quarter Comparison for Fiscal Years 2000 and 1999
Net revenue for the fiscal quarter ended February 29, 2000 totaled $25,731, a
decrease of 2.1% from net revenue of $26,295 for the comparable quarter in the
prior fiscal year. The decrease in net revenue for the quarter ended February
29, 2000 was attributable to a decrease of $1,811 or 13% in net revenue from
domestic industrial clients and a decrease of $911 or 100% in net revenue from
international operations, primarily due to the sale of the Australian operations
during the second quarter of fiscal 2000. Net revenue was favorably impacted by
an increase of $1,520 or 30% in net revenue from state and local government
contracts and an increase of $638 or 11% in net revenue from federal government
contracts. Net revenue from domestic industrial clients accounted for 49% of
total net revenue for the current fiscal quarter compared to 55% for the prior
fiscal quarter. Net revenue from federal government contracts accounted for 25%
of total net revenue for the current fiscal quarter compared to 23% in the prior
fiscal quarter. Net revenue from state and local government contracts was 26% of
total net revenue for the
8
<PAGE>
current fiscal quarter compared to 19% for the prior fiscal quarter. Net revenue
from international operations was 0% of total net revenue for the current fiscal
quarter compared to 3% in the prior fiscal quarter. Net revenue was unfavorably
impacted during the third quarter of fiscal 2000 by the Company obtaining a
lower rate per hour for services provided compared to the prior year due to the
competitive environment of the industry.
A portion of the services provided by the Company to its public sector clients
are performed under a relatively small number of larger contracts compared to
private sector clients. If the Company is unsuccessful in realizing the full
potential of these contracts or winning new contracts, or if funding delays are
experienced on previously awarded federal contracts, a material decline in
revenue could result.
Operating income for the third quarter of fiscal 2000 was $2,019, an increase of
265.1% from $553 for the same period in fiscal 1999. Operating margin increased
to 8.2% of net revenue in the current quarter compared to 2.6% in the third
quarter of fiscal 1999. The increase in operating income resulted from the
favorable impact of the Company's restructuring which has resulted in reduced
operating costs. The decrease in general expenses is due to reductions in
administrative personnel, cost containment and lower rent and related office
expenses due to office consolidations. The effective tax rate was 41% for the
third quarter of fiscal 2000 and was 42% in the third quarter of the prior year.
Net income for the quarter was $1,231 compared with $414 in the third quarter of
fiscal 1999, an increase of 197.3%. Basic earnings per share were $0.25 on 5,004
basic weighted average shares outstanding compared to $0.09 per share on 4,815
basic weighted average shares outstanding in the same period last year. Diluted
earnings per share were $0.24 on 5,145 diluted weighted average shares
outstanding compared to $0.09 per share on 4,830 diluted weighted average shares
outstanding in the same period last year.
Nine Month Comparison for Fiscal Years 2000 and 1999
Net revenue for the nine months ended February 29, 2000 was $83,782, an increase
of 3.7% from net revenue of $80,773 for the nine months ended February 28, 1999.
The increase in net revenue during fiscal 2000 was attributable to an increase
of $6,334 or 45% in net revenue from state and local government contracts
reduced by a) $1,703 or a 4% decrease in net revenue from domestic industrial
clients, b) $1,286 or a 42% decrease in net revenue from international
operations, primarily due to the sale of the Australian operations during the
second quarter of fiscal year 2000, and c) $336 or a 2% decrease in net revenue
from federal contracts. Net revenue from domestic industrial clients accounted
for 49% of total net revenue for the current fiscal year compared to 53% for the
prior fiscal year. Net revenue from federal government contracts accounted for
25% of total net revenue for the current fiscal year compared to 26% in the
prior fiscal year. Net revenue from state and local government contracts was 24%
of total net revenue for the current fiscal quarter compared to 17% for the
prior fiscal quarter. Net revenue from international operations was 2% of total
net revenue for the current fiscal year compared to 4% in the prior fiscal
quarter. During the first nine months of fiscal 2000, the Company also generated
more chargeable hours than in the prior year but at a lower rate per hour for
services provided, resulting in a net positive impact on revenues.
Operating income was $6,532, an increase of 181.7% from operating income of
$2,319 for the first nine months of the prior year. The operating margin
increased to 7.8% from 2.9% a year ago. The increase in operating income was due
to increased sales volume and the Company's restructuring which has resulted in
reduced operating expenses. The decrease in general expenses is due to
reductions in administrative personnel, cost containment and lower rent and
related office expenses due to office consolidations. In addition, during the
second quarter of the prior fiscal year, approximately $700 in charges were
incurred for severance and recruiting expenses associated with the Company's
change in its chief executive officer and costs associated with certain office
closures and abandoned office space.
The effective tax rate was 42% for the nine months ended February 29, 2000 and
February 28, 1999.
9
<PAGE>
Net income for the nine months was $3,950, a 152.2% increase from net income of
$1,566 for the nine month period in the prior year. Basic earnings per share
were $0.79 on 4,984 weighted average basic shares outstanding compared to $0.32
on 4,844 weighted average basic shares outstanding in the same nine month period
of the prior year. Diluted earnings per share were $0.77 on 5,150 weighted
average diluted shares outstanding compared to $0.32 per share on 4,890 weighted
average diluted shares outstanding in the same period last year.
Liquidity and Capital Resources
For the nine months ended February 29, 2000, net cash provided by operations was
$417 compared to $2,344 for the same period last year. The decrease in cash
provided by operations was due primarily to $11,901 of increased payments of the
Company's payables and accrued liabilities, including those related to the
Company's restructuring costs, net of $8,381 from improved collections of the
Company's receivables and recovery of other current assets.
The Company made net capital expenditures of $1,779 in the first nine months of
fiscal 2000 compared to capital expenditures of $1,460 in the same period for
the prior year. The Company anticipates that its capital expenditures for the
current fiscal year will be slightly higher than those incurred in the prior
fiscal year.
On March 7, 1996 the Board of Directors of the Company approved a Common Stock
Repurchase Program ("1996 Program") that authorized the Company to purchase up
to a maximum of 500,000 shares of stock on the open market for the purpose of
funding the Company's various employee stock programs. The Company repurchased
310,000 shares during the first nine months of fiscal 1999 at an average price
of $8.72. No shares were repurchased during the same period of fiscal 2000.
There are 4,500 shares that remain available to be repurchased under the 1996
Program. On September 25, 1998, the Board authorized management to repurchase up
to 500,000 shares over four years.
The Company is a consulting engineering services firm engaged in providing
environmental, infrastructure, geotechnical and construction related services,
and encounters potential liability including claims for errors and omissions
resulting from construction defects, construction cost overruns, environmental
or other damage in the normal course of business. The Company is party to
lawsuits and is aware of potential exposure related to certain claims. In the
opinion of management, adequate provision has been made for all known
liabilities that are currently expected to result from these matters, and in the
aggregate, such claims are not expected to have a material impact on the
financial position and liquidity of the Company. The Company maintains a
consultant's environmental liability insurance policy as well as a general
liability insurance policy through an unrelated, rated carrier.
At February 29, 2000, the Company had cash on hand and cash equivalents of
$17,100. The Company has a $20 million revolving credit line agreement that
expires in November, 2000. At February 29, 2000 and February 28, 1999, the
Company had no borrowings outstanding under its line of credit. Borrowings were
available to the Company at an interest rate of 7.4% at February 29, 2000. The
Company believes it is in compliance with all covenants pertaining to the credit
line agreement.
The Company believes that its available cash and cash equivalents, as well as
cash generated from operations and its available credit line, will be sufficient
to meet the Company's cash requirements for the balance of the fiscal year.
10
<PAGE>
Year 2000 Compliance
At this time the Company has not identified any significant problems associated
with the risks of Year 2000 compliance. The Company will continue to monitor its
information application and its hardware and software systems, as well as
vendors and suppliers' systems, for compliance.
11
<PAGE>
HARDING LAWSON ASSOCIATES GROUP, INC.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following exhibits are furnished along with this Form
10-Q Quarterly Report for the period ended February 29, 2000:
Exhibit No. 11 Computation of Net Income Per Share
Exhibit No. 27 Financial Data Schedule
b. Reports on Form 8-K
Subsequent to the fiscal quarter ended February 29, 2000, the
Company filed a Current Report on Form 8-K, dated March 24,
2000, announcing that the Company had entered into an
Agreement and Plan of Merger, dated as of March 23, 2000, by
and among MACTEC, Inc., CETCAM Acquisition Corporation, a
wholly owned subsidiary of MACTEC, and the Company.
12
<PAGE>
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.
HARDING LAWSON ASSOCIATES GROUP, INC.
Date: April 5, 2000 /s/ Robert L. Costello, Jr.
---------------- -------------------------------------------
Robert L. Costello, Jr.
President, Chief Executive Officer,
and Interim Chief Financial Officer
(Principal Executive and Financial Officer)
/s/ Valorie B. Feher
-------------------------------------------
Valorie B. Feher
Vice President Finance and Administration
(Duly Authorized Officer)
13
<PAGE>
HARDING LAWSON ASSOCIATES GROUP, INC.
EXHIBIT INDEX
Exhibit No.
11 Computation of Net Income Per Share
27 Financial Data Schedule
14
Exhibit No. 11
HARDING LAWSON ASSOCIATES GROUP, INC.
Computation of Net Income Per Share
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
February 29/28, February 29/28,
2000 1999 2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average basic shares outstanding 5,004 4,815 4,984 4,844
Net effect of dilutive stock options
based on the treasury stock method 141 15 166 46
- -------------------------------------------------------------------------------------------------------------------
Total 5,145 4,830 5,150 4,890
===================================================================================================================
Net income $1,231 $ 414 $3,950 $1,566
===================================================================================================================
Basic net income per share $ 0.25 $ 0.09 $ 0.79 $ 0.32
===================================================================================================================
Diluted net income per share $ 0.24 $ 0.09 $ 0.77 $ 0.32
===================================================================================================================
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> JUN-01-1999
<PERIOD-END> FEB-29-2000
<CASH> 17100
<SECURITIES> 2301
<RECEIVABLES> 43,267
<ALLOWANCES> 2697
<INVENTORY> 0
<CURRENT-ASSETS> 63,253
<PP&E> 27050
<DEPRECIATION> 22073
<TOTAL-ASSETS> 78695
<CURRENT-LIABILITIES> 24859
<BONDS> 0
0
0
<COMMON> 51
<OTHER-SE> 52207
<TOTAL-LIABILITY-AND-EQUITY> 78695
<SALES> 0
<TOTAL-REVENUES> 128317
<CGS> 0
<TOTAL-COSTS> 44535
<OTHER-EXPENSES> 77250
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6826
<INCOME-TAX> 2868
<INCOME-CONTINUING> 3950
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3950
<EPS-BASIC> 0.79
<EPS-DILUTED> 0.77
</TABLE>
