<PAGE>
================================================================================
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 August 31, 1994 Commission File No. 1-12248
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1437073
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031-1207
----------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (703) 934-3600
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
--------- ---------
On September 30, 1994, there were 20,926,790 shares of ICF Kaiser
International, Inc. Common Stock, par value $0.01 per share, outstanding.
================================================================================
<PAGE>
ICF KAISER INTERNATIONAL, INC.
INDEX TO FORM 10-Q
Page
----
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets -
August 31, 1994 and February 28, 1994.......................... 3
Consolidated Statements of Operations -
Six Months Ended August 31, 1994 and 1993...................... 4
Consolidated Statements of Operations -
Three Months Ended August 31, 1994 and 1993.................... 5
Consolidated Statements of Cash Flows -
Six Months Ended August 31, 1994 and 1993...................... 6
Notes to Consolidated Financial Statements..................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 8-11
Part II - Other Information
Item 1. Legal Proceedings............................................. 12
Item 2. Changes in Securities......................................... 12
Item 3. Defaults Upon Senior Securities............................... 12
Item 4. Submission of Matters to a Vote of Security Holders........... 12
Item 5. Other Information............................................. 13
Item 6. Exhibits and Reports on Form 8-K.............................. 13
2
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
August 31, February 28,
1994 1994
---------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 13,918 $ 25,509
Contract receivables, net 134,800 128,166
Prepaid expenses and other current assets 13,382 20,451
Deferred income taxes 14,723 16,053
--------- ---------
Total Current Assets 176,823 190,179
--------- ---------
Fixed Assets
Furniture, equipment and leasehold improvements 42,341 40,630
Less depreciation and amortization (27,782) (24,955)
--------- ---------
14,559 15,675
--------- ---------
Other Assets
Goodwill, net 48,931 49,916
Investments in and advances to affiliates 5,898 5,600
Due from officers and employees 2,415 1,830
Other 18,481 17,998
--------- ---------
75,725 75,344
--------- ---------
$ 267,107 $ 281,198
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 39,726 $ 52,073
Accrued salaries and employee benefits 25,584 23,439
Accrued interest 2,500 2,108
Current portion of long-term debt 935 1,088
Income taxes payable 1,690 1,511
Deferred revenue 7,652 8,462
Other 9,332 10,773
--------- ---------
Total Current Liabilities 87,419 99,454
--------- ---------
Long-term Liabilities
Long-term debt, less current portion 121,664 121,954
Other 8,080 8,798
--------- ---------
129,744 130,752
--------- ---------
Commitments and Contingencies
Redeemable Preferred Stock 20,314 20,212
Common Stock, par value $.01 per share:
Authorized--90,000,000 shares
Issued and outstanding--20,926,790 and 20,924,588 shares 209 209
Additional Paid-in Capital 63,587 63,572
Notes Receivable Related to Common Stock (1,732) (1,732)
Retained Earnings (Deficit) (31,000) (29,528)
Cumulative Translation Adjustment (1,434) (1,741)
--------- ---------
$ 267,107 $ 281,198
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended August 31,
1994 1993
------------------------------
(Unaudited)
<S> <C> <C>
Gross Revenue $ 419,452 $ 274,842
Subcontract and direct material costs (198,403) (97,704)
Equity in income of joint ventures
and affiliated companies 2,020 741
---------- ----------
Service Revenue 223,069 177,879
Operating Expenses
Direct cost of services and overhead 189,432 145,550
Administrative and general 21,561 22,894
Depreciation and amortization 4,584 4,862
Unusual item -- 500
---------- ----------
Operating Income 7,492 4,073
Other Income (Expense)
Gain on sale of investment 551 --
Interest income 757 705
Interest expense (7,864) (3,341)
---------- ----------
Income Before Income Taxes 936 1,437
Income tax provision 1,331 747
---------- ----------
Net Income (Loss) (395) 690
Preferred stock dividends and accretion 1,077 2,670
---------- ----------
Net Loss Available for Common Shareholders $ (1,472) $ (1,980)
========== ==========
Primary and Fully Diluted
Net Loss Per Common Share $ (0.07) $ (0.09)
========== ==========
Primary and Fully Diluted
Weighted Average Common and
Common Equivalent Shares Outstanding 20,941 20,907
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended August 31,
1994 1993
------------------------------
(Unaudited)
<S> <C> <C>
Gross Revenue $ 208,961 $ 146,830
Subcontract and direct material costs (100,111) (58,029)
Equity in income of joint ventures
and affiliated companies 1,069 414
------------ ------------
Service Revenue 109,919 89,215
Operating Expenses
Direct cost of services and overhead 93,887 71,754
Administrative and general 10,434 11,015
Depreciation and amortization 2,325 2,440
------------ ------------
Operating Income 3,273 4,006
Other Income (Expense)
Gain on sale of investment 551 --
Interest income 452 295
Interest expense (3,915) (1,690)
------------ ------------
Income Before Income Taxes 361 2,611
Income tax provision 974 1,264
------------ ------------
Net Income (Loss) (613) 1,347
Preferred stock dividends and accretion 538 1,334
------------ ------------
Net Income (Loss) Available for Common Shareholders $ (1,151) $ 13
============ ============
Primary and Fully Diluted
Net Income (Loss) Per Common Share $ (0.05) $ 0.00
============ ============
Primary and Fully Diluted
Weighted Average Common and
Common Equivalent Shares Outstanding 20,944 20,746
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended August 31,
1994 1993
-----------------------------------
(Unaudited)
<S> <C> <C>
Operating Activities
Net income (loss) $ (395) $ 690
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,584 4,862
Provision for losses on accounts receivable 459 991
Provision for deferred income taxes 1,331 (970)
Earnings less than cash distributions from
joint ventures and affiliated companies 1,941 109
Changes in assets and liabilities related to operating
activities:
Contract receivables, net (7,093) 15,761
Prepaid expenses and other current assets 1,958 2,678
Other assets (1,744) (316)
Accounts payable and accrued expenses (9,810) (14,703)
Income taxes payable 179 (180)
Deferred revenue (810) 1,575
Other liabilities (1,938) (1,195)
------------ -----------
Net Cash Provided by (Used in) Operating Activities (11,338) 9,302
------------ -----------
Investing Activities
Sale of subsidiary assets 2,600 --
Purchases of fixed assets, net (1,436) (739)
Investments in subsidiaries and affiliates (100) (2,293)
------------ -----------
Net Cash Provided by (Used in) Investing Activities 1,064 (3,032)
------------ -----------
Financing Activities
Proceeds from borrowings from credit facility -- 10,000
Principal payments on other borrowings (664) (1,081)
Proceeds from (uses in) common stock transactions 15 (2,382)
Preferred stock dividends (975) (2,513)
------------ -----------
Net Cash Provided by (Used in) Financing Activities (1,624) 4,024
------------ -----------
Effect of Exchange Rate Changes on Cash 307 (200)
------------ -----------
Increase (Decrease) in Cash and Cash Equivalents (11,591) 10,094
Cash and Cash Equivalents at Beginning of Period 25,509 8,445
------------ -----------
Cash and Cash Equivalents at End of Period $ 13,918 $ 18,539
============ ===========
Supplemental Information:
Cash payments for interest $ 7,276 $ 6,418
Cash payments (refunds) for income taxes (372) (123)
Non-Cash Transactions:
Sale of investment 735 --
Decrease of ESOP guaranteed bank loan -- (1,667)
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A-BASIS OF PRESENTATION
The accompanying consolidated financial statements of ICF Kaiser International,
Inc. and subsidiaries (ICF Kaiser or the Company), except for the February 28,
1994 balance sheet, are unaudited and have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. These statements should be read in conjunction
with the Company's audited consolidated financial statements and footnotes
thereto for the year ended February 28, 1994 and the information included in the
Company's Annual Report to the Securities and Exchange Commission on Form 10-K
for the fiscal year ended February 28, 1994. Certain reclassifications have
been made to the prior period financial statements to conform to the
presentation used in the August 31, 1994 financial statements.
NOTE B-NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed using net income (loss) available
to common shareholders, as adjusted under the modified treasury stock method,
and the weighted average number of common stock and common stock equivalents
outstanding during the periods presented. Common stock equivalents include
stock options and warrants and the potential conversion of convertible preferred
stock. The adjustments that would be required by the modified treasury stock
method to net income (loss) available for common shareholders and to weighted
average number of shares were anti-dilutive and therefore excluded from earnings
per share computations for the periods presented.
NOTE C-CONTINGENCIES
Normally in the Company's business, various claims or charges are asserted and
litigation commenced against the Company arising from or related to properties,
injuries to persons and breaches of contract, as well as claims related to
acquisitions and dispositions. Claimed amounts may not bear any reasonable
relationship to the merits of the claim or to a final court award. In the
opinion of management, an adequate reserve has been provided for final
judgments, if any, in excess of insurance coverage, which might be rendered
against the Company in such litigation.
The Company may from time to time be, either individually or in conjunction with
other government contractors operating in similar types of businesses, involved
in U.S. government investigations for alleged violations of procurement or other
federal laws and regulations. The Company currently is the subject of a number
of U.S. government investigations and is cooperating with the responsible
government agencies involved. No charges are presently known to have been filed
against the Company by these agencies. The Company is unable to predict the
outcome of the investigations in which it is currently involved. Management
does not believe that there will be any material adverse effect on the Company's
financial position as a result of these investigations.
The Company has a substantial number of cost reimbursable contracts with the
U.S. government, the costs of which are subject to audit by the U. S.
government. As a result of such audits, the government asserts from time to
time that certain costs claimed as reimbursable under government contracts
either were not allowable or not allocated in accordance with federal
procurement regulations. Management believes that the potential effect of
disallowed costs, if any, for the periods currently under audit and for periods
not yet audited has been adequately provided for and will not have a material
adverse effect on the Company's financial position.
NOTE D-SALE OF INVESTMENT
The Company sold a 20% interest in a French subsidiary for approximately
$735,000, resulting in a $551,000 pretax gain.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
ICF Kaiser is one of the nation's largest engineering, construction, and
consulting services companies, providing fully integrated services to domestic
and foreign clients in the environment, infrastructure, industry, and energy
markets, in both the private and public sectors.
ICF Kaiser's $3.3 million of operating income for the second quarter of fiscal
1995 was lower than the $4.2 million operating income level reported in the
first quarter of this year and the $4.0 million reported in the second quarter
of fiscal 1994. The decline in operating income during the second quarter was
primarily due to losses in several components of the Company's engineering and
construction operations. This operational decline is due primarily to the wind-
down of several projects combined with delays in the commencement of recently
awarded projects. In addition, certain key public sector clients have reduced
funding for infrastructure projects, including those of ICF Kaiser, thus
resulting in lower demand for the Company's engineering and construction
services. ICF Kaiser's continuing cost reduction efforts in the Company's
engineering and construction operations, including a recently targeted 9%
reduction in personnel, are expected to primarily benefit operations in the
third quarter and beyond. Management believes that these actions will save the
Company an additional $4.9 million annually. Levels of contract awards in the
Company's engineering and construction operations have recently improved;
however, as the projects recently awarded have long lead-times between contract
award and initiation of work, the increase in awards are expected to have
delayed effects on profitability.
ICF Kaiser's operating results for the first half of fiscal 1995 were better
than the comparable period in fiscal 1994. Although the Company's second
quarter income of fiscal 1995 declined from the level reported in the first
quarter, the Company's $7.5 million of operating income through the first six
months of fiscal 1995 was $3.4 million greater than the first half of fiscal
1994. The improved operating results in the first half of fiscal 1995 were
attributable to several factors including: volume and earnings growth in most
of the non-engineering and construction businesses of the Company, particularly
in its operations at the U.S. Department of Energy's Hanford, Washington site
(DOE-Hanford). Further benefits resulted from a reduction in the Company's
indirect cost structure and the implementation of a restructuring plan adopted
in fiscal 1994. ICF Kaiser also successfully settled a significant part of the
Company's future liability for insurance claims for prior years, which enabled
the Company to reduce the accrued liability for insurance costs by $1.0 million
in the second quarter of fiscal 1995.
The Company's backlog was $1.5 billion at August 31, 1994 compared to $1.6
billion as of February 28, 1994. The Company is negotiating final terms on the
one-year extension to the Company's DOE-Hanford contract to March 1997, which
would add approximately $300 million in gross revenue to the backlog. The
Company continues to aggressively pursue new business across all of its markets
in order to increase backlog and market share. Currently, ICF Kaiser is
pursuing and bidding on a variety of large-scale environmental cleanup projects
for the U.S. Departments of Defense (DOD) and Energy, such as DOE's Performance
Based Integrating Management contract at its Rocky Flats Environmental
Technology site in Colorado. In the near-term, these planned marketing efforts
will result in an increase in expenses. The Company's strategy is to
aggressively pursue large-scale projects (such as DOE-Hanford and the DOD and
DOE projects) and to combine those projects with broad-based growth in the other
areas of the Company's contract base, particularly in the engineering and
construction and international areas.
8
<PAGE>
Results of Operations
For the quarter ended August 31, 1994, ICF Kaiser's net loss was $613,000 and
net loss available for common shareholders was $1,151,000, or $0.05 per share,
compared to net income of $1,347,000 and net income available for common
shareholders of $13,000, or $0.00 per share, for the quarter ended August 31,
1993. For the six months ended August 31, 1994, ICF Kaiser's net loss was
$395,000 and net loss available for common shareholders was $1,472,000, or $0.07
per share, compared to net income of $690,000 and net loss available for common
shareholders of $1,980,000, or $0.09 per share, for the comparable period in
fiscal 1994. The decrease in net income was primarily due to the decline in
income in several components of the Company's engineering and construction
operations (discussed under "Overview"); significantly higher interest expense;
and an increase in income taxes (discussed below); offset by the expansion of
services at DOE-Hanford; and the Company's reduction and control of operating
costs. Each of these elements is discussed in more detail below.
The following table summarizes key elements in the Consolidated Statements of
Operations for the six months ended August 31, 1994 and 1993. Certain items in
fiscal 1994 have been restated to conform to the fiscal 1995 presentation.
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
August 31, 1994 August 31, 1993
-------------------------------------
(Dollars in millions)
<S> <C> <C>
Gross revenue $419.5 $274.8
Service revenue $223.1 $177.9
Service revenue as a
percentage of gross
revenue 53.2% 64.7%
Operating expenses as a
percentage of service
revenue:
Direct cost of services
and overhead 84.9% 81.8%
Administrative
and general 9.7% 12.9%
Depreciation
and amortization 2.1% 2.7%
Unusual item -- 0.3%
Operating income 3.4% 2.3%
</TABLE>
Gross revenue represents services provided to customers with whom the Company
has a primary contractual relationship. Included in gross revenue are costs of
certain services subcontracted to third parties and other reimbursable direct
project costs, such as materials procured by the Company on behalf of its
customers.
9
<PAGE>
Service revenue is derived by deducting the costs of subcontracted services and
direct project costs from gross revenue and adding the Company's share of the
income of joint ventures and affiliated companies. ICF Kaiser believes that it
is appropriate to analyze operating margins and other ratios in relation to
service revenue because such revenue and ratios reflect the work performed
directly by the Company.
Revenue
Gross revenue for the first half of fiscal 1995 increased 52.7% to $419.5
million, while service revenue increased 25.4% to $223.1 million, versus the
comparable period last year. These increases were primarily attributable to the
work performed at DOE-Hanford ($154.4 million gross and $58.8 million service),
which was significantly expanded following an October 1993 amendment to the
contract. Service revenue as a percentage of gross revenue decreased to 53.2%
for the six months ended August 31, 1994 from 64.7% for the comparable period
last year, primarily because under the amended DOE-Hanford contract, ICF Kaiser
absorbed a business segment from the prime contractor which utilizes a much
higher proportion of subcontractors than company personnel. The increase in
gross and service revenue for the second quarter, versus the comparable period
last year, was also primarily due to the DOE-Hanford contract.
Expenses
The Company's direct cost of services and overhead increased $43.9 million to
84.9% of service revenue for the six months ended August 31, 1994 due primarily
to the DOE-Hanford expansion. Administrative and general expense decreased $1.3
million from 12.9% to 9.7% of service revenue for the six months ended August
31, 1994. The decrease in these costs is primarily attributable to management
cost-cutting initiatives, which heavily affect administrative functions. The
structure of the DOE-Hanford contract is such that the expansion had a
negligible effect on corporate administrative and general expense.
The cost reductions are a result of management's restructuring plan initiated in
the fourth quarter of fiscal 1994. These cost reduction efforts will continue,
including further staff reductions, throughout fiscal 1995. The initial program
included downsizing the work force, consolidating office space, renegotiating
significant leases, and restructuring certain international operations. The
initial plan should be completed in fiscal 1995.
ICF Kaiser's interest expense for the six months ended August 31, 1994 increased
$4.5 million from the comparable period last year due to the recapitalization
completed in the fourth quarter of fiscal 1994. The increase in interest
expense was partially offset by a reduction in preferred dividends.
ICF Kaiser's income taxes for the first half of fiscal 1995 were $1.3 million, a
$0.6 million increase from the comparable period in fiscal 1994, even though
pretax income decreased $0.5 million in that period. This increase is
attributed to several factors including the lower than projected earnings and
the repatriation of overseas funds to the U.S., which could not be currently
offset by foreign tax credits. As such, the traditional relationship between
income tax expense and pretax income is not meaningful. Permanent differences,
such as the nondeductibility of goodwill, comprise a very high percentage of
pretax income.
10
<PAGE>
Liquidity and Capital Resources
During the first half of fiscal 1995, cash and cash equivalents decreased $11.6
million to $13.9 million at August 31, 1994. Operating activities used $11.3
million of cash in the first half which was partially offset by the receipt of
$2.6 million of proceeds from the sale of a subsidiary's assets in the fourth
quarter of fiscal 1994. Cash was primarily used in operations for a significant
pay down of accounts payable, a $7.5 million interest payment on the Company's
12% Senior Subordinated Notes (12% Notes), and an increase in contract
receivables. In the first six months of fiscal 1994, both payables and
receivables had decreased because of the Company's decreased volume.
Portions of the Company's cash flows, such as the collection of award and
incentive fees for work performed at DOE-Hanford and the payment of interest on
the 12% Notes, are periodic in nature and are not received or paid on a monthly
basis. Therefore, accounting for certain elements of operating results do not
have a direct correlative effect on cash.
The Company is currently negotiating to acquire all of the outstanding stock of
GCH Acquisition Corp. and subsidiaries (GCH), a Pittsburgh-based environmental
remediation company. The acquisition, if approved by ICF Kaiser's banks and its
Board of Directors, will require approximately $9.0 million in funds at closing.
The Company sold a 20% interest in a French subsidiary for approximately
$735,000, resulting in a $551,000 pretax gain. The cash proceeds are expected
to be received in the third quarter of fiscal 1995. ICF Kaiser and the
purchaser are also parties to a marketing agreement designed to promote the
environmental business of the jointly owned company.
Management believes that current projected levels of cash flows and operating
revenues and the availability of financing, including borrowings under the
Company's credit facility, will be adequate to fund operations throughout the
next twelve months. As of August 31, 1994, there were no borrowings under the
credit facility, except for letters of credit. If GCH is acquired and there are
delays in the successful completion of restructuring the Company's engineering
and construction operations, the Company may need to undertake additional
borrowings under its credit facility.
11
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
As previously reported in the Report on Form 10-K for the year ended
February 28, 1994.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Registrant was held on Friday,
June 24, 1994, at the headquarters of the Registrant, 9300 Lee Highway,
Fairfax, VA 22031. The only matters voted on were (a) the election of
three management-nominee directors, each to three-year terms expiring at
the 1997 Annual Meeting of Shareholders, and (b) the approval of the
appointment of Coopers & Lybrand as the Registrant's independent public
accountants for the fiscal year ended February 28, 1995. The number of
votes cast for, against, or withheld, as well as the number of
abstentions and broker nonvotes for each of the above-described matters
are set forth below:
<TABLE>
<CAPTION>
Votes Cast Votes Votes
For Cast Withheld
Against
<S> <C> <C> <C>
Election of three management-nominee directors
Gian Andrea Botta 17,416,104 826,784 1,842,420
Tony Coelho 18,177,987 64,901 1,080,537
Marc Tipermas 18,177,805 65,083 1,080,719
Withheld from all three nominees: 122 proxies (1,015,636 votes)
Broker nonvotes: 0 proxies (0 votes)
Approval of appointment of 18,862,821 157,930 237,773
Coopers & Lybrand
Abstentions: 29 proxies (237,773 votes)
Broker nonvotes: 0 proxies (0 votes)
</TABLE>
12
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed as part of this report are listed below:
-----------------------------------------------------------
Exihibit No. 27 Financial Data Schedule
(b) Report on Form 8-K
------------------
None
13
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report of Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
Date: October 7, 1994 /s/ Richard K. Nason
-----------------------------
Richard K. Nason
Senior Vice President and Treasurer
(Duly authorized officer and
principal financial officer)
14
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAR-1-1994
<PERIOD-END> AUG-31-1994
<EXCHANGE-RATE> 1
<CASH> 13,918,000
<SECURITIES> 0
<RECEIVABLES> 144,364,000
<ALLOWANCES> 9,564,000
<INVENTORY> 0
<CURRENT-ASSETS> 176,823,000
<PP&E> 42,341,000
<DEPRECIATION> 27,782,000
<TOTAL-ASSETS> 267,107,000
<CURRENT-LIABILITIES> 87,419,000
<BONDS> 121,664,000 F1
<COMMON> 209,000
20,314,000
0
<OTHER-SE> 29,421,000
<TOTAL-LIABILITY-AND-EQUITY> 267,107,000
<SALES> 0
<TOTAL-REVENUES> 419,452,000 F2
<CGS> 0
<TOTAL-COSTS> 189,432,000 F3
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 459,000
<INTEREST-EXPENSE> 7,864,000
<INCOME-PRETAX> 936,000
<INCOME-TAX> 1,331,000
<INCOME-CONTINUING> (395,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (395,000)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
NOTES:
F1 Excludes current portion of bonds, mortgages, and similar debt.
F2 Represents gross revenue which includes costs of certain services
subcontracted to third parties and other reimbursable direct project costs,
such as materials procured by the Company on behalf of its customers.
F3 Excludes subcontract and direct material costs of $198,403,000.
</TABLE>
