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 December 27, 1996
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, INC.
(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) 683-1560
(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 February 3, 1997, 18,101,948 shares of the registrant's common stock,
$0.01 par value, were issued and outstanding.
<TABLE>
Part I. Financial Information
Item 1. Financial Statements
DAMES & MOORE
Condensed Consolidated Statements of Financial Position
(In thousands, except share and per share amounts)
(unaudited)
Assets
<CAPTION>
Dec. 27, March 29,
1996 1996
Current:
<S> <C> <C>
Cash and cash equivalents $ 22,708 $ 55,351
Marketable securities and short-term investments 9,007 14,936
Billed accounts receivable, net of allowance
for doubtful accounts of: $3,060 and $1,886 112,639 84,616
Billed contract retentions 8,788 7,295
Unbilled 51,600 43,813
173,027 135,724
Prepaid expenses and other assets 14,705 10,180
Total current assets 219,447 216,191
Property and equipment, net 19,682 14,871
Intangibles of acquired businesses 109,220 84,294
Equity investments and other assets 8,249 1,923
$356,598 $317,279
</TABLE>
<TABLE>
<CAPTION>
Liabilities and Shareholders' Equity
Current:
<S> <C> <C>
Notes payable $ 10,382 $ -
Accounts payable 26,216 20,162
Accrued payroll and employee benefits 29,527 26,733
Current income taxes payable 4,495 2,800
Accrued expenses and other liabilities 29,231 20,682
Total current liabilities 99,851 70,377
Commitments and contingencies
Long-term debt 120,000 75,000
Other long-term liabilities 4,878 3,955
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: 22,725,000 and 22,686,000 107,242 106,804
Retained earnings 86,615 75,295
Treasury stock, 4,623,360 and 1,150,000 (61,999) (13,859)
Other shareholders' equity 11 (293)
Total shareholders' equity 131,869 167,947
$356,598 $317,279
</TABLE>
See acompanying notes to condensed consolidated financial statements.
<TABLE>
DAMES & MOORE
Condensed Consolidated Statements of Earnings
(In thousands, except per share amounts)
(unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
Dec. 27, Dec. 29, Dec. 27, Dec. 29,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Gross revenues $168,350 $139,969 $486,299 $423,611
Direct costs of outside services 53,641 42,129 148,101 124,625
Net revenues 114,709 97,840 338,198 298,986
Operating expenses:
Salaries and related costs 78,359 68,149 234,288 208,821
General expenses 22,304 17,592 63,211 54,423
Depreciation 2,217 1,639 6,280 4,546
Amortization of goodwill 1,029 854 2,882 2,506
103,909 88,234 306,661 270,296
Earnings from operations 10,800 9,606 31,537 28,690
Investment and other income 545 221 1,698 2,318
Interest expense (2,097) (756) (4,990) (2,217)
Earnings before income taxes 9,248 9,071 28,245 28,791
Income taxes 3,612 3,736 11,606 11,926
Net earnings $ 5,636 $ 5,335 $ 16,639 $ 16,865
Earnings per share $ 0.28 $ 0.24 $ 0.78 $ 0.74
Cash dividends declared per share $ 0.03 $ 0.03 $ 0.09 $ 0.09
Weighted average number of shares 20,188 22,660 21,209 22,665
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<TABLE>
DAMES & MOORE
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
<CAPTION>
Nine Months Ended
Dec. 27, Dec. 29,
1996 1995
Cash Flow from operating activities:
<S> <C> <C>
Net earnings $ 16,639 $ 16,865
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 9,325 7,217
Unrealized gain on marketable securities (16) (1,497)
Earnings of equity investments (164) (90)
Deferred income taxes (754) 591
Change in assets and liabilities, net of
effects of purchases of businesses:
Marketable securities
and short-term investments 5,945 1,441
Accounts receivable (21,917) (9,801)
Prepaid expenses and other assets (1,967) (2,107)
Income tax receivables 408 -
Accounts payable and accrued expenses 3,315 7,313
Net cash provided by operating activities 10,814 19,932
Cash flows from investing activities:
Purchases of businesses, net of cash acquired (24,159) (36,901)
Purchases of property and equipment (7,067) (4,708)
Equity investments and other assets, net (5,987) (115)
Net cash (used in) investing activities (37,213) (41,724)
Cash flows from financing activities:
Net change in short-term debt 7,831 3,995
Proceeds from issuance of debt 45,000 26,068
Issuance of common stock 298 720
Restricted stock repurchased - (156)
Treasury stock issued 60 -
Treasury stock purchased (57,604) -
Dividends paid (1,829) (2,042)
Net cash (used in) provided by financing activities (6,244) 28,585
Net (decrease) increase in cash and cash equivalents (32,643) 6,793
Cash and cash equivalents, beginning of period 55,351 13,300
Cash and cash equivalents, end of period $ 22,708 $ 20,093
Supplemental disclosures of cash flow information:
Interest paid $ 2,990 $ 1,966
Income tax paid 10,629 12,667
Non cash investing activities - business acquisitions 8,259 886
</TABLE>
See accompanying notes to condensed consolidated financial statements.
DAMES & MOORE
Notes to Condensed Consolidated Financial Statements
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 1996 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 December 27, 1996 and March 29, 1996; and the
results of operations for the nine month periods ended December 27,
1996 and December 29, 1995. Certain items in the prior year's
financial statements have been reclassified to be consistent with the
1997 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 nine month periods ended December 27, 1996 and December 29,
1995 were each comprised of 39 weeks.
Note 2-Long-term Debt:
The Company amended its existing revolving lines of credit with a
number of banks. The Company has $80,713,000 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. The lines of credit mature as
follows: $5,850,000 in February 1998, $14,863,000 in March 1998, and
$60,000,000 in January 1999. Interest is charged under several
options, including the bank's reference rates or the London Interbank
Offshore Rate, (LIBOR) plus a spread, at the Company's option. The
agreements contain limitations on additional indebtedness, sales of
assets, acquisitions and capital expenditures, as well as maintenance
of certain financial ratios and minimum net worth requirements. Such
requirements were satisfied as of December 27, 1996. As of December
27, 1996 under these lines, the Company had borrowings of $8,915,000;
standby letters of credit totaling $17,517,000, principally for project
performance, advance payment guarantees and the Company's domestic
insurance program; and $496,000 for guarantees of officer loans.
The Company also amended the Senior Note agreements, increasing
borrowings to $120,000,000. The Senior Note agreements contain
limitations on additional indebtedness, sales of assets, loans and
advances, as well as minimum net worth requirements and maintenance of
certain financial ratios. All such requirements were satisfied as of
December 27, 1996.
DAMES & MOORE
Notes to Condensed Consolidated Financial Statements
Note 3-Shareholders' Equity:
The Company declared quarterly cash dividends of $0.03 per share on its
common stock, totaling $1,829,000, during the first three quarters of
fiscal 1997, and issued 37,700 shares of Restricted Stock and 1,500
shares of unrestricted stock under its amended and restated 1991
Long-Term Incentive Plan.
The Board of Directors has authorized the Company to repurchase up to
2,500,000 shares of its common stock on the open market. The Company
has repurchased 1,728,700 shares through December 27, 1996 and reissued
805,340 shares.
On November 19, 1996, the Company acquired all 3,700,000 shares of the
Company's common stock owned by Hochtief Aktiengesellschaft vorm. Gebr.
Helfmann (Hochtief AG). The Company may use the reacquired shares to
facilitate acquisitions or remarket them if market conditions permit.
Note 4-Foreign Currency Translation:
The Company's foreign subsidiaries and branches have been using the
U.S. dollar as their functional currency. The Company has determined,
that due to growth and expansion in these countries, the majority of
these entities have become self-contained and are integrated within the
countries' economic environment. Accordingly, effective during the
second quarter the functional currencies for these entities will be
their respective local currency. The monetary assets and liabilities
are translated into U.S. dollars using exchange rates in effect at
period end. Revenue and expenses are translated at the average rates
of exchange prevailing during the period. The resulting translation
adjustments are reported as a separate component of shareholders'
equity.
Part I. Financial Information
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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
During the first quarter of fiscal 1997, the Company acquired two companies.
DecisionQuest, Inc., a company specializing in litigation support for corporate
clients, provides services in trial strategy consulting, development of case
themes, juror analysis and selection, preparation of demonstrative trial
graphics, and witness preparation. BRW Group, Inc. provides project planning,
design and construction phase services for transportation and infrastructure
projects.
The Company completed several smaller acquisitions during the second quarter of
fiscal 1997. The Company acquired an engineering and consulting firm
specializing in the design of facilities related to water reclamation and
reuse, treatment and supply. In addition, the Company purchased the remaining
interest in an international agricultural consulting firm, in which it
previously held a non-controlling minority interest. Lastly, the Company
acquired a 40% interest in a high-tech engineering firm in Britain with
expertise in designing and modeling the effects of impacts and deformations on
critical structures.
All acquisitions are accounted for as purchases; accordingly, the purchase
prices in excess of net assets acquired were recognized and are being
amortized over various periods not exceeding 40 years. The operating results
of the acquisitions have been included in the Company's consolidated financial
statements from the date of each acquisition.
Results of Operations
Third Quarter 1997 Compared with Third Quarter 1996
The Company uses a 52-53 week fiscal year ending the last Friday in March. The
third quarter for both fiscal year 1997 and 1996 were comprised of 13 weeks.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Net Revenues $114,709,000 17.24% $97,840,000
</TABLE>
The 17.24% increase in net revenues in the third quarter of 1997 as compared to
the third quarter of 1996 was primarily a result of the Company's acquisitions,
which contributed $13,855,000 for the quarter, representing a 14.16% increase
from the prior year's third quarter. The remaining increase of $3,014,000, or
3.08%, represents growth in the Company's ongoing businesses.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Salaries and Related Costs $78,359,000 14.98% $68,149,000
</TABLE>
Of the 14.98% increase in salaries and related costs in the third quarter of
1997, the acquisitions accounted for $8,899,000, or 13.06%, with the remaining
increase attributable to annual salary increases granted at the beginning of
the Company's 1997 fiscal year. Salaries and related costs represent 68.3% and
69.7% of net revenues for the third quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
General Expenses $22,304,000 26.78% $17,592,000
</TABLE>
General expenses increased $3,425,000, or 19.47%, due to acquisitions. The
remaining increase is attributable to an expansion of business development
activities, office expansions and insurance related costs. As a percentage of
net revenues, general expenses represent 19.4% and 18% of net revenues for the
third quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Depreciation $2,217,000 35.29% $1,639,000
</TABLE>
Acquisitions were responsible for $417,000, or 25.46%, of the increase in
depreciation, and the balance of the increase in depreciation was attributable
to new purchases of property and equipment for previously acquired companies
and the core business. Depreciation represents 1.9% and 1.7% of net revenues
for the third quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Amortization of Goodwill $1,029,000 20.53% $854,000
</TABLE>
Amortization of goodwill increased due to the Company's acquisitions. Future
acquisitions will continue this trend.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Earnings from Operations $10,800,000 12.44% $9,606,000
</TABLE>
The Company's operating margin as a percentage of net revenues was 9.4% and
9.8% for the third quarter of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Investment and Other Income $545,000 145.93% $221,000
</TABLE>
Investment and other income consists principally of earnings on the Company's
investment portfolio which is now invested in short-term notes and bonds. The
Company liquidated the majority of its more volatile equity portfolio in April
and May.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Interest Expense $2,097,000 177.33% $756,000
</TABLE>
Funding of acquisitions, stock repurchases and related business ventures has
been financed in part with long-term debt. Consequently, interest expense has
and will continue to increase. See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
1997 Decrease 1996
<S> <C> <C> <C>
Income Taxes $3,612,000 (3.33%) $3,736,000
</TABLE>
Income taxes as a percentage of earnings before income taxes was 39.1% and
41.2% for the third quarter of 1997 and 1996, respectively. The lower
effective tax rate reflects modification of the Company's provision to conform
with recently filed tax returns.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Net Earnings $5,636,000 5.65% $5,335,000
</TABLE>
Net earnings as a percentage of net revenues were 4.9% and 5.5% for the third
quarter of 1997 and 1996, respectively. The decrease as a percentage of net
revenues is primarily due to increased interest costs resulting from
acquisitions and the repurchase of the Company's common stock.
First Three Quarters 1997 Compared with First Three Quarters 1996
The Company uses a 52-53 week fiscal year ending the last Friday in March. The
first three quarters for both fiscal year 1997 and 1996 were comprised of 39
weeks.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Net Revenues $338,198,000 13.11% $298,986,000
</TABLE>
The 13.11% increase in net revenues in the first three quarters of 1997 as
compared to the first three quarters of 1996 was primarily a result of the
Company's acquisitions, which contributed $34,268,000, representing a 11.46%
increase from the prior year's first three quarters. The remaining increase of
$4,944,000, or 1.65%, represents growth in the Company's ongoing businesses.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Salaries and Related Costs $234,288,000 12.2% $208,821,000
</TABLE>
Of the 12.20% increase in salaries and related costs in the first three
quarters of 1997, the acquisitions accounted for $21,642,000, or 10.36%, with
the remaining increase attributable to annual salary increases granted at the
beginning of the Company's 1997 fiscal year. Salaries and related costs
represent 69.3% and 69.8% of net revenues for the first three quarters of 1997
and 1996, respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
General Expenses $63,211,000 16.15% $54,423,000
</TABLE>
General expenses increased $8,005,000, or 14.71%, due to acquisitions.
Expansion of business development activities, office expansions and one-time
costs for an image program and consultant fees all contributed to increased
costs. As a percentage of net revenues, general expenses represent 18.7% and
18.2% of net revenues for the first three quarters of 1997 and 1996,
respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Depreciation $6,280,000 38.15% $4,546,000
</TABLE>
Acquisitions were responsible for $994,000, or 21.86%, of the increase in
depreciation, and the balance of the increase in depreciation was attributable
to new purchases of property and equipment for previously acquired companies
and the core business. Depreciation represents 1.9% and 1.5% of net revenues
for the first three quarters of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Amortization of Goodwill $2,882,000 15.01% $2,506,000
</TABLE>
Amortization of goodwill increased due to the Company's acquisitions. Future
acquisitions will continue this trend.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Earnings from Operations $31,537,000 9.92% $28,690,000
</TABLE>
The Company's operating margin as a percentage of net revenues was 9.3% and
9.6% for the first three quarters of 1997 and 1996, respectively. Higher
margins from the acquisitions were offset by several administrative charges
related to acquisition closings, relocation costs for senior management
personnel, consultant expenses, expansion of business development activities
and costs associated with the Company's new image program.
<TABLE>
<CAPTION>
1997 Decrease 1996
<S> <C> <C> <C>
Investment and Other Income $1,698,000 (26.72%) $2,318,000
</TABLE>
The decline in investment and other income is a result of the Company's
liquidation of the majority of the captive insurance subsidiary's equity
portfolio in April and May and the subsequent reinvestment in less volatile but
lower yielding instruments.
<TABLE>
<CAPTION>
1997 Increase 1996
<S> <C> <C> <C>
Interest Expense $4,990,000 125.15% $2,217,000
</TABLE>
Funding of acquisitions, stock repurchases and related business ventures has
been financed in part with long-term debt. Consequently, interest expense has
and will continue to increase. See "Liquidity and Capital Resources."
<TABLE>
<CAPTION>
1997 Decrease 1996
<S> <C> <C> <C>
Income Taxes $11,606,000 (2.68%) $11,926,000
</TABLE>
Income taxes as a percentage of earnings before income taxes was 41.1% and
41.4% for the first three quarters of 1997 and 1996, respectively.
<TABLE>
<CAPTION>
1997 Decrease 1996
<S> <C> <C> <C>
Net Earnings $16,639,000 (1.34%) $16,865,000
</TABLE>
Net earnings as a percentage of net revenues were 4.9% and 5.6% for the first
three quarters of 1997 and 1996, respectively. The decrease is a result of the
administrative charges previously mentioned, increased interest costs and
reduced income from the Company's captive insurance subsidiary investment
portfolio.
Liquidity and Capital Resources
The Company's working capital of $119,596,000 at December 27, 1996 has declined
from $145,814,000 at March 29, 1996. Cash and cash equivalents total
$22,708,000 at December 27, 1996, compared to $55,351,000 at March 29, 1996.
The primary source of cash in the first three quarters of 1997 consisted of
borrowings of $52,831,000 and funds from operations $10,814,000. The primary
uses of cash in the first three quarters of 1997 consisted of the repurchase
of the Company's common shares held by Hochtief, approximately $51,158,000;
funding acquisitions, approximately $24,159,000; equity investments in new
ventures, approximately $6,000,000; and repurchase of common stock,
approximately $6,446,000.
Accounts receivable increased 27.5% since March 29, 1996. Companies acquired
in the first two quarters accounted for 51% of the increase, with the balance
related to a higher level of business activity and billed contract retentions.
Property and equipment increased 32.4% since March 29, 1996, primarily as a
result of the acquisitions in the first two quarters and purchases of new
equipment.
For information regarding the Company's long-term debt and recent purchase of
stock from Hochtief, see Notes 2 and 3 to the Company's Condensed Consolidated
Financial Statements.
The Company anticipates continuing capital requirements to support its growth,
diversification of services, and funding of acquisitions. The Company believes
that cash generated from operations coupled with its available lines of credit
will be sufficient to meet its requirements for the foreseeable future.
Part II. Other Information
Item 1. Legal Proceedings
With respect to the action against the Company filed by the developer and
townhome association, refer to the Company's Form 10Q for the quarterly period
ended September 27, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 2.1 Stock Purchase Agreement dated November 5, 1996 for
the purchase of shares of DM Investors, Inc., (Hochtief)
(incorporated herein by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K (File No. 1-11075) filed on
November 19, 1996.)
Exhibit 27.1 Financial Data Schedule (included only in the
electronic filing).
(b) The Company filed a Current Report on Form 8-K dated November 19,
1996 reporting under Item 2 the acquisition of all the
outstanding shares of DM Investors, Inc., (Hochtief). No
financial statements were filed.
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, INC.
Date: February 5, 1997 ARTHUR C. DARROW
Arthur C. Darrow
President and
Chief Executive Officer
(Principal Executive Officer)
Date: February 5, 1997 MARK A. SNELL
Mark A. Snell
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: February 5, 1997 LESLIE S. PUGET
Leslie S. Puget
Corporate Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
2.1 Stock Purchase Agreement dated November 5, 1996 for
the purchase of shares of DM Investors, Inc.,
(Hochtief) (incorporated herein by reference to
Exhibit 2.1 of the Company's current report on Form
8-K (File No. 1-11075) filed on November 19, 1996).
27 Financial Data Schedule, which is included only in
the electronic submission to the Securities and
Exchange Commission.
<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 part of the Form 10Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-28-1997
<PERIOD-END> DEC-27-1996
<CASH> 22,708
<SECURITIES> 9,007
<RECEIVABLES> 176,087
<ALLOWANCES> (3,060)
<INVENTORY> 0
<CURRENT-ASSETS> 219,447
<PP&E> 19,682
<DEPRECIATION> 0
<TOTAL-ASSETS> 356,598
<CURRENT-LIABILITIES> 99,851
<BONDS> 0
0
0
<COMMON> 107,242
<OTHER-SE> 24,627
<TOTAL-LIABILITY-AND-EQUITY> 356,598
<SALES> 486,299
<TOTAL-REVENUES> 486,299
<CGS> 0
<TOTAL-COSTS> 148,101
<OTHER-EXPENSES> 306,661
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,990
<INCOME-PRETAX> 28,245
<INCOME-TAX> 11,606
<INCOME-CONTINUING> 16,639
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,639
<EPS-PRIMARY> .78
<EPS-DILUTED> .78
</TABLE>
