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 September 26, 1997
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 1-11075
DAMES & MOORE GROUP
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4316617
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
911 Wilshire Blvd., Suite 700, Los Angeles, California 90017
(Address, including Zip Code, of Principal Executive Offices)
(213) 996-2200
(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
---
As of October 31, 1997, 18,019,091 shares of the registrant's common stock,
$0.01 par value, were issued and outstanding.
<PAGE>
<TABLE>
Part I. Financial Information
Item 1. Financial Statements
DAMES & MOORE GROUP
Condensed Consolidated Statements of Financial Position
(In thousands, except share and per share amounts)
(Unaudited)
<CAPTION>
Sept. 26, March 28,
Assets 1997 1997
Current: --------- ---------
<S> <C> <C>
Cash and cash equivalents $ 14,371 $ 12,726
Marketable securities - 5,984
Billed accounts receivable, net of allowance
for doubtful accounts of: $3,336 and $3,001 125,778 114,126
Billed contract retentions 9,891 5,095
Unbilled 65,402 56,491
--------- ---------
201,071 175,712
Deferred income taxes 4,218 4,135
Prepaid expenses and other assets 12,674 9,697
--------- ---------
Total current assets 232,334 208,254
Property and equipment, net 19,802 19,594
Goodwill of acquired businesses, net 116,671 109,626
Investments in affiliates 4,210 9,270
Other assets 9,188 11,538
--------- ---------
$382,205 $358,282
Liabilities and shareholders' equity ========= =========
Current:
Current portion of long-term debt $ 12,973 $ 11,560
Accounts payable 32,654 23,021
Accrued payroll and employee benefits 28,005 24,784
Current income taxes payable 3,708 3,145
Accrued expenses and other liabilitie 26,284 30,354
--------- ---------
Total current liabilities 103,624 92,864
Long-term debt 132,010 128,542
Other long-term liabilities 6,474 5,253
Contingencies
Shareholders' equity:
Preferred stock, $0.01 par value,
shares authorized: 1,000,000
shares issued: none -
Common stock and capital in excess of $0.01
par value, shares authorized: 27,000,000
shares issued: 22,747,000 and 22,726,000 107,526 107,242
Retained earnings 96,730 87,979
Treasury stock: 4,728,000 and 4,714,000 (63,243) (63,070)
Other shareholders' equity (916) (528)
--------- ---------
Total shareholders' equity 140,097 131,623
--------- ---------
$382,205 $358,282
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<TABLE>
DAMES & MOORE GROUP
Condensed Consolidated Statements of Earnings
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
------------------ ------------------
Sept. 26, Sept. 27, Sept. 26, Sept. 27,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Gross revenues $176,214 $163,110 $347,985 $317,948
Direct costs of outside services 52,824 47,737 104,520 94,460
--------- --------- --------- ---------
Net revenues 123,390 115,373 243,465 223,488
--------- --------- --------- ---------
Operating expenses:
Salaries and related costs 85,246 80,400 169,396 155,929
General expenses 23,851 20,237 45,877 40,907
Depreciation and amortization 2,283 2,253 4,417 4,062
Amortization of goodwill 1,097 955 2,305 1,853
--------- --------- --------- ---------
112,477 103,845 221,995 202,751
--------- --------- --------- ---------
Earnings from operations 10,913 11,528 21,470 20,737
Investment and other income 453 341 346 1,154
Interest expense (2,541) (1,434) (5,004) (2,894)
--------- --------- --------- ---------
Earnings before income taxes 8,825 10,435 16,812 18,997
Income taxes 3,674 4,413 6,976 7,995
--------- --------- --------- ---------
Net earnings $ 5,151 $ 6,022 $ 9,836 $ 11,002
========= ========= ========= =========
Earnings per share $ 0.29 $ 0.28 $ 0.55 $ 0.51
========= ========= ========= =========
Cash dividends declared per share $ 0.03 $ 0.03 $ 0.06 $ 0.06
========= ========= ========= =========
Weighted average number of shares 18,011 21,823 18,016 21,717
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.<PAGE>
<TABLE>
DAMES & MOORE GROUP
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<CAPTION>
Six Months Ended
---------------------
Sept. 26, Sept. 27,
1997 1996
Cash flows from operating activities: --------- --------
<S> <C> <C>
Net earnings $ 9,836 $11,002
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 6,883 6,023
Provision for losses on accounts receivable 529 459
Unrealized (gain) on marketable securities - (16)
Loss (earnings) of equity investments 284 (188)
Deferred income taxes 474 237
Change in assets and liabilities, net of
effects of purchases of businesses:
Marketable securities 5,984 8,684
Accounts receivable (22,266) (20,672)
Prepaid expenses and other assets (1,078) (2,845)
Income tax receivable and payable (41) 640
Accounts payable and accrued expenses 4,900 (4,706)
--------- --------
Net cash provided by (used in) operating activities 5,505 (1,382)
--------- --------
Cash flows from investing activities:
Purchases of businesses, net of cash acquired (9,490) (24,324)
Purchases of property and equipment (3,776) (4,585)
Investments and other assets (472) (5,727)
Proceeds from sales of investments and other property 6,068 -
--------- --------
Net cash (used in) investing activities (7,670) (34,636)
--------- --------
Cash flows from financing activities:
Repayments on lines of credit (16,121) -
Proceeds from lines of credit 21,000 5,777
Issuance of common stock 44 280
Restricted stock issued 200 -
Restricted stock repurchased (55) -
Treasury stock issued 79 60
Treasury stock purchased (255) (6,449)
Dividends (1,082) (1,286)
--------- --------
Net cash provided by (used in) financing activities 3,810 (1,618)
--------- --------
Net (decrease) in cash and cash equivalents 1,645 (37,636)
Cash and cash equivalents, beginning of period 12,726 55,351
--------- --------
Cash and cash equivalents, end of period $ 14,371 $17,715
========= ========
Supplemental disclosures of cash flow information:
Interest paid $ 4,602 $ 260
Income tax paid 7,192 7,207
Non cash investing activities - business acquisitions 2,551 7,381
</TABLE>
See accompanying notes to condensed consolidated financial statements.
DAMES & MOORE GROUP
Notes to Condensed Consolidated Financial Statements
(In thousands, except share amounts)
Note 1 - Basis of Presentation:
The accompanying condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and
disclosures included in the Company's 1997 annual report to shareholders.
The condensed consolidated financial statements include all adjustments
(consisting only of normal recurring items) which management considers
necessary to present fairly the financial position of the Company as of
September 26, 1997 and March 28, 1997; and the results of operations for
the three-month periods and the six-month periods ended September 26, 1997
and September 27, 1996. Certain items in the prior year's financial
statements have been reclassified to be consistent with the 1998 fiscal
year presentation.
The results of operations for the interim periods are not necessarily
indicative of operating results to be expected for the full year.
Fiscal Year:
The Company uses a 52-53 week fiscal year ending the last Friday in March.
The six-month periods ended September 26, 1997 and September 27, 1996
were each comprised of 26 weeks.
Note 2 - Restructuring Costs:
During the fourth quarter of fiscal 1997, the Company recorded a provision
of $2,651 pretax, for the restructuring of its international operations,
and construction and project management subsidiary. At September 26, 1997
approximately $1,483 of these costs had been expended, leaving a balance
of $1,168 to be expended to complete the restructuring.
Note 3 - Shareholders' Equity:
During the first two quarters of fiscal 1998, the Company has declared
quarterly cash dividends of $0.03 per share on its common stock,
totaling $1,082, and issued 23,300 shares and repurchased 5,000 shares
of Restricted Stock under its Amended and Restated 1991 Long-Term
Incentive Plan.
The Company's Board of Directors authorized the Company to purchase up
to 2,500,000 shares of its common stock on the open market. During the
first two quarters the Company reacquired 21,009 shares of its common
stock, and reissued 6,100 shares of treasury stock. As of September 26,
1997, in addition to the private acquisition of 3,700,000 shares of the
Company's common stock from Hochtief AG, the Company has repurchased
1,839,709 shares and reissued 811,440 shares.
<PAGE>
Part I. Financial Information
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Dollars in thousands)
From time to time, the Company or its representatives may make forward-
looking statements in this report or elsewhere relating to such matters as
anticipated financial performance, including projections of revenues,
expenses, earnings, liquidity, capital resources or other financial items;
business plans, objectives and prospects; technological developments; and
similar matters. Forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 frequently are identified
by the use of terms such as "expect", "believe", "estimate", "may",
"should", "will" or similar expressions.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. In order to comply with the terms of the
safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the forward-looking
statements made by the Company or its representatives. The risks and
uncertainties that may affect the operations, performance, development and
results of the Company's business include the following, among other
factors: (a) the ability to attract and retain qualified professional
personnel; (b) potential liability for consulting services relating to toxic
and hazardous materials and the ability to insure such risks; (c) dependence
on environmental regulation including decreased revenues that may result
from a reduction in laws, regulations and programs related to environmental
issues or from changes in governmental policies regarding the funding,
implementation or enforcement of such laws, regulations and programs;
(d) increasing competition faced by the Company in its service areas; and
(e) periodic fluctuations in general business conditions and in demand for
the types of services provided by the Company.
Acquisitions and Operations
During the first quarter of fiscal 1998, the Company acquired SRA
Technologies, Inc., a professional services company providing specialized
clinical laboratory services, contract research, analysis and management
services to both government and commercial clients in the areas of life
sciences, environmental health service studies, and energy. During the
second quarter of fiscal 1998, the Company commenced operations in Puerto
Rico with its agreement to purchase Lebron Associates, an engineering firm
that provides expertise in transportation, civil, architectural, industrial
and environmental engineering. This acquisition was completed in October
of 1997.
All acquisitions are accounted for as purchases; accordingly, the difference
between the purchase cost and the fair value of the net assets of acquired
businesses is amortized on a straight-line basis over various periods not
exceeding 40 years. Results of operations for all acquisitions have been
included in the consolidated financial statements from the date of the
respective acquisition.
Results of Operations
Second Quarter 1998 Compared with Second Quarter 1997
The Company uses a 52-53 week fiscal year ending the last Friday in March.
The second quarter for both fiscal year 1998 and 1997 were comprised of 13
weeks.
<TABLE>
<CAPTION>
1998 Increase 1997
-------- -------- --------
<S> <C> <C> <C>
Net Revenues $123,390 6.95% $115,373
</TABLE>
The 6.95% increase in net revenues in the second quarter of 1998 as
compared to the second quarter of 1997 is a result of the Company's fiscal
1998 acquisitions, which contributed $5,579 of the increase, or 4.84%.
The remaining increase of $2,438, or 2.11%, represents growth from the
Company's existing lines of business.
<TABLE>
<CAPTION>
1998 Increase 1997
------- -------- -------
<S> <C> <C> <C>
Salaries and Related Costs $85,246 6.0% $80,400
</TABLE>
Salaries and related costs increased by 6.0% in the second quarter of 1998
as compared to the second quarter of 1997. Acquisitions completed in fiscal
1998 represent $3,575, or 4.45%, of this increase. The remaining increase
represents increased hiring, primarily where net revenues have been
growing, and annual salary increases. Salaries and related costs represent
69.1% and 69.7% of net revenues for the second quarters of 1998 and 1997,
respectively.
<TABLE>
<CAPTION>
1998 Increase 1997
------- -------- -------
<S> <C> <C> <C>
General Expenses $23,851 17.9% $20,237
</TABLE>
Acquisitions completed in fiscal 1998 accounted for an increase of $1,486,
or 7.34%, in general expenses. While general expenses were atypically low
in fiscal 1997, the remaining increase represents several non-recurring
charges from currency fluctuations, consultant charges, claims and
increased provisions for bad debts. As a percentage of net revenues, general
expenses represent 19.3% and 17.5% of net revenues for the second quarters
of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
1998 Increase 1997
------ -------- ----
<S> <C> <C> <C>
Amortization of Goodwill $1,097 14.9% $955
</TABLE>
Amortization of goodwill increased $52, or 5.4%, due to fiscal 1998
acquisitions, with the balance attributable to the resolution of additional
contingent amounts due to previously acquired companies; future
acquisitions will continue this trend.
<TABLE>
<CAPTION>
1998 Decrease 1997
------- -------- -------
<S> <C> <C> <C>
Earnings from Operations $10,913 (5.3%) $11,528
</TABLE>
The Company's operating margin as a percentage of net revenues was 8.8%
and 10% for the second quarters of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
1998 Increase 1997
---- -------- ----
<S> <C> <C> <C>
Investment and Other Income $453 32.8% $341
</TABLE>
The increase in investment and other income is a result of higher earnings
from unconsolidated subsidiaries.
<TABLE>
<CAPTION>
1998 Increase 1997
------ -------- ------
<S> <C> <C> <C>
Interest Expenses $2,541 77.3% $1,434
</TABLE>
The Company's stock repurchases and funding of acquisitions have been
financed with long-term debt. The Company's borrowings have increased from
$83,328 at September 27, 1996 to $144,983 at September 26, 1997, resulting
in higher interest costs. Consequently, interest expense has and may
continue to increase. See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
1998 Decrease 1997
------ -------- ------
<S> <C> <C> <C>
Income Taxes $3,674 (16.8%) $4,413
</TABLE>
Income taxes as a percentage of earnings before income taxes were 41.6% and
42.3% for the second quarters of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
1998 Decrease 1997
------ -------- ------
<S> <C> <C> <C>
Net Earnings $5,151 (14.5%) $6,022
</TABLE>
Net earnings as a percentage of net revenues were 4.2% and 5.2% for the
second quarters of 1998 and 1997, respectively. The decrease as a percentage
of net revenues is primarily due to increased interest costs resulting from
debt financing for acquisitions and the repurchase of the Company's common
stock.
First Two Quarters 1998 Compared with First Two Quarters 1997
The Company uses a 52-53 week fiscal year ending the last Friday in March.
The first two quarters for both fiscal year 1998 and 1997 were each
comprised of 26 weeks.
<TABLE>
<CAPTION>
1998 Increase 1997
-------- -------- --------
<S> <C> <C> <C>
Net Revenues $243,465 8.94% $223,488
</TABLE>
The 8.94% increase in net revenues in the first two quarters of 1998 as
compared to the first two quarters of 1997 is primarily a result of fiscal
1997 and 1998 acquisitions, which contributed $13,908 of the increase, or
6.22%. The remaining increase of $6,069, or 2.72%, represents growth from
the Company's existing lines of business.
<TABLE>
<CAPTION>
1998 Increase 1997
-------- -------- --------
<S> <C> <C> <C>
Salaries and Related Costs $169,396 8.6% $155,929
</TABLE>
Salaries and related costs increased by 8.6% in the first two quarters of
1998 as compared to the first two quarters of 1997. Acquisitions completed
in fiscal 1997 and 1998 represent $9,025, or 5.8%, of this increase. The
remaining increase represents increased hiring, primarily where net
revenues have been growing, and annual salary increases. Salaries and
related costs represent 69.6% and 69.8% of net revenues for the first two
quarters of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
1998 Increase 1997
------- -------- -------
<S> <C> <C> <C>
General Expenses $45,877 12.2% $40,907
</TABLE>
Acquisitions completed in fiscal 1997 and 1998 accounted for an increase of
$3,310, or 8.09%, in general expenses. Consultant fees, claims, and
currency fluctuations represent the balance of the increase in general
expenses. As a percentage of net revenues, general expenses represent
18.8% and 18.3% of net revenues for the first two quarters of 1998 and 1997,
respectively.
<TABLE>
<CAPTION>
1998 Increase 1997
------ -------- ------
<S> <C> <C> <C>
Depreciation and Amortization $4,417 8.7% $4,062
</TABLE>
Fiscal 1997 and 1998 acquisitions were responsible for $291, or 7.2%, of
the increase in depreciation and amortization. The balance of the increase
is due to new purchases of property and equipment. Depreciation and
amortization represents 1.8% of net revenues for the first two quarters of
1998 and 1997.
<TABLE>
<CAPTION>
1998 Increase 1997
------ -------- ------
<S> <C> <C> <C>
Amortization of Goodwill $2,305 24.4% $1,853
</TABLE>
Amortization of goodwill increased $198, or 10.7%, due to the Company's
fiscal 1997 and 1998 acquisitions, future acquisitions will continue this
trend. The balance of the increase is due to the write-off of the remaining
goodwill of a previously acquired small business which has been discontinued.
<TABLE>
<CAPTION>
1998 Increase 1997
------- -------- -------
<S> <C> <C> <C>
Earnings from Operations $21,470 3.5% $20,737
</TABLE>
The Company's operating margin as a percentage of net revenues was 8.8% and
9.3% for the first two quarters of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
1998 Decrease 1997
---- -------- ------
<S> <C> <C> <C>
Investment and Other Income $346 (70.0%) $1,154
</TABLE>
The decline in investment and other income reflects a reduction of interest
income from the interim investment of long-term borrowings that was awaiting
deployment to fund acquisitions and stock repurchases. In 1997 the Company
acquired the majority interest in a company in which it had previously
held a minority interest; as a result their operating results are now
a part of earnings from operations. The balance of the change represents
losses from Dames & Moore Ventures which had just commenced operations in
the first quarter of 1997.
<TABLE>
<CAPTION>
1998 Increase 1997
------ -------- ------
<S> <C> <C> <C>
Interest Expenses $5,004 72.9% $2,894
</TABLE>
The Company's stock repurchases and funding of acquisitions have been
financed with long-term debt. Accordingly, interest expense has increased
and may continue to increase. See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
1998 Decrease 1997
------ -------- ------
<S> <C> <C> <C>
Income Taxes $6,976 (12.8%) $7,995
</TABLE>
Income taxes as a percentage of earnings before income taxes were 41.5%
and 42.1% for the first two quarters of 1998 and 1997, respectively.
<TABLE>
<CAPTION>
1998 Decrease 1997
------ -------- -------
<S> <C> <C> <C>
Net Earnings $9,836 (10.6%) $11,002
</TABLE>
Net earnings as a percentage of net revenues were 4.0% and 4.9% for the
first two quarters of 1998 and 1997, respectively. The decrease as a
percentage of net revenues is primarily due to increased interest costs
resulting from debt financing for acquisitions and the repurchase of the
Company's common stock.
Liquidity and Capital Resources
Cash and cash equivalents total $14,371 at September 26, 1997, compared to
$12,726 at March 28, 1997. The Company's working capital of $128,710 at
September 26, 1997 has grown from $115,390 at March 28, 1997. The
primary sources of cash during the first two quarters of 1998 consisted of
funds from operations of $5,505, proceeds from sales of investments and
other property of $6,068 and net proceeds from lines of credit of $4,879.
The primary uses of cash in the first two quarters of 1998 consisted of
acquisitions totaling $9,490.
The changes in the balance sheet accounts are in part due to the inclusion
of newly acquired companies. The increase in accounts receivable is a
reflection of both higher revenues and a longer collection cycle. The sale
of the Company's investment in Glencoe Insurance Ltd. accounts for the
reduction in investments in affiliates. The growth in accounts payable
represents a higher volume of direct costs of outside services and a
correlation of payables with the Company's receivable collection cycle.
The Company has $79,628 available for borrowing in U.S. dollars, offshore
foreign currencies or foreign domestic currencies, and for the issuance of
letters of credit and purchase of foreign currency exchange contracts. As
of September 26, 1997, under these lines, the Company had borrowings of
$24,500, and standby letters of credit totaling $15,540 principally for
project performance, advance payment guarantees and the Company's domestic
insurance program.
While the Company anticipates continuing capital requirements to support
growth and diversification of services, funding of acquisitions, and new
ventures, management believes that cash generated from operations and
existing lines of credit will be sufficient to meet requirements for the
foreseeable future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk:
Not applicable.<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on August 11, 1997. Ten
directors were elected to hold office for the coming year. The following
table lists the number of votes cast for or withheld from each:
<TABLE>
<CAPTION>
FOR WITHHELD
---------- --------
<S> <C> <C> <C>
U. M. Burns 14,330,766 960,097
R. F. Clarke 14,448,313 842,550
A. C. Darrow 14,447,001 843,862
G. R. Krieger 14,437,325 853,538
G. D. Leal 14,434,234 856,629
A. E. Macdonald 14,439,580 851,283
A. R. Moore 14,140,776 1,150,087
M. R. Peevey 13,945,684 1,345,179
H. Peipers 14,335,864 954,999
R. M. Perry 14,141,570 1,149,293
</TABLE>
A proposal to amend the Restated Certificate of Incorporation to change the
Company's name to Dames & Moore Group was ratified and received the
following votes:
<TABLE>
<CAPTION>
VOTES
----------
<S><C> <C>
For: 15,229,020
Against: 57,843
Abstain: 4,000
</TABLE>
A proposal to amend the Restated Certificate of Incorporation to increase
the number of authorized shares of preferred stock and common stock, was
not ratified since it did not receive the two-thirds majority required,
it received the following votes:
<TABLE>
<CAPTION>
VOTES
---------
<S><C> <C>
For: 7,877,817
Against: 5,343,281
Abstain: 6,799
</TABLE>
A proposal to amend the Restated Certificate of Incorporation to provide
that the Board of Directors shall consist of not less than eight nor more
than twelve directors, with the exact number of directors to be determined
by the Board of Directors, was ratified and received the following votes.
<TABLE>
<CAPTION>
VOTES
----------
<S><C> <C>
For: 12,798,343
Against: 425,622
Abstain: 14,421
</TABLE>
A proposal to amend the Restated Certificate of Incorporation to eliminate
the requirement of a supermajority vote by shareholders, was ratified and
received the following votes:
<TABLE>
<CAPTION>
VOTES
----------
<S><C> <C>
For: 12,274,424
Against: 859,828
Abstain: 104,135
</TABLE>
There were no broker non-votes for the election of directors or any of the
proposals.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3(i) Articles of Incorporation
Exhibit 3(ii) Bylaws
Exhibit 27.1 Financial Data Schedule (included only in the
electronic filing).
(b) There have been no reports on Form 8-K filed during the quarter of
which this report on Form 10-Q is being filed.
<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.
DAMES & MOORE GROUP
Date: November 4, 1997 /s/ ARTHUR C. DARROW
--------------------------
Arthur C. Darrow
President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 4, 1997 /s/ MARK A. SNELL
--------------------------
Mark A. Snell
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 4, 1997 /s/ LESLIE S. PUGET
-------------------------
Leslie S. Puget
Corporate Controller
(Principal Accounting Officer)
12
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3(i) Articles of Incorporation
3(ii) Bylaws
27 Financial Data Schedule, which is included only in the
electronic submission to the Securities and Exchange
Commission.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition and the Condensed
Consolidated Statement of Earnings filed as a part of the Form 10Q and is
qualified in its entirety by reference to such financial statements.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-27-1998
<PERIOD-END> SEP-26-1997
<CASH> 14,371
<SECURITIES> 0
<RECEIVABLES> 204,407
<ALLOWANCES> (3,336)
<INVENTORY> 0
<CURRENT-ASSETS> 232,334
<PP&E> 19,802
<DEPRECIATION> 0
<TOTAL-ASSETS> 382,205
<CURRENT-LIABILITIES> 103,624
<BONDS> 0
0
0
<COMMON> 107,526
<OTHER-SE> 32,571
<TOTAL-LIABILITY-AND-EQUITY> 382,205
<SALES> 347,985
<TOTAL-REVENUES> 347,985
<CGS> 0
<TOTAL-COSTS> 104,520
<OTHER-EXPENSES> 221,995
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,0042
<INCOME-PRETAX> 16,812
<INCOME-TAX> 6,976
<INCOME-CONTINUING> 9,836
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,836
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
</TABLE>
