<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 March 31, 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 0-19598
-------
American Business Information, Inc.
- --------------------------------------------------------------------------------
(exact name of registrant specified in its charter)
Delaware 47-0751545
- ----------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5711 South 86th Circle, Omaha, Nebraska 68127
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 593-4500
-----------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 at least the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
24,314,507 shares of common stock at April 18, 1997
<PAGE>
AMERICAN BUSINESS INFORMATION, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information 2
Consolidated Balance Sheets as of March 31, 1997 and
December 31, 1996 3
Consolidated Statements of Operations for the three months
ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows for the three months ended
March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition and
Results of Operations 7 - 10
Part II - Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Index to Exhibits 14
</TABLE>
<PAGE>
AMERICAN BUSINESS INFORMATION, INC.
FORM 10-Q
FOR THE QUARTER ENDED
MARCH 31, 1997
PART I
FINANCIAL INFORMATION AND
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
2
<PAGE>
AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of March 31, 1997 and December 31, 1996
(In thousands, except share amounts)
<TABLE>
<CAPTION>
ASSETS March 31, 1997 December 31, 1996
------ --------------- ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents...................................................................... $ 8,684 $ 7,497
Marketable securities.......................................................................... 16,256 22,810
Trade accounts receivable, net of allowances of 1,304 and $2,061, respectively................. 46,775 30,293
Income taxes receivable........................................................................ 2,089 1,141
Prepaid expenses............................................................................... 4,893 3,761
Deferred marketing costs....................................................................... 1,017 1,263
-------- --------
Total current assets.......................................................................... 79,714 66,765
Property and equipment, net..................................................................... 21,360 18,886
Intangible assets, net of accumulated amortization.............................................. 31,995 16,916
Deferred income taxes........................................................................... 2,283 5,388
Other assets.................................................................................... 2,633 621
-------- --------
$137,985 $108,576
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of long-term debt.............................................................. $ 487 $ 708
Note payable to shareholders................................................................... 5,130 7,925
Accounts payable............................................................................... 7,978 5,520
Accrued payroll expenses....................................................................... 2,615 2,352
Accrued expenses............................................................................... 5,041 711
Deferred revenue............................................................................... 1,628 2,117
Deferred income taxes.......................................................................... 981 764
-------- --------
Total current liabilities..................................................................... 23,860 20,097
Long-term debt, net of current portion.......................................................... 62,305 427
Deferred income taxes........................................................................... - -
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.0025 par value. Authorized 5,000,000 shares;
none issued or outstanding.................................................................... - -
Common stock, $.0025 par value. Authorized 25,000,000 shares;
issued and outstanding 24,314,507 shares at March 31, 1997
and 22,100,960 at December 31, 1996........................................................... 61 55
Paid-in capital................................................................................ 64,849 35,370
Retained earnings.............................................................................. (10,121) 55,287
Treasury stock................................................................................. (2,281) (2,281)
Unrealized holding loss, net of tax............................................................ (688) (379)
-------- --------
Total stockholders' equity.................................................................... 51,820 88,052
-------- --------
$137,985 $108,576
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 1997 and 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------
1997 1996
---- ----
<S> <C> <C>
Net sales........................................... $ 41,948 $24,785
Costs and expenses:
Database and production costs...................... 12,043 6,274
Selling, general and administrative................ 17,986 10,152
Depreciation and amortization...................... 1,824 1,164
Non-recurring charges.............................. 72,579 -
-------- -------
104,432 17,590
-------- -------
Operating income.................................... (62,484) 7,195
Other income (expense):
Investment income.................................. 550 410
Interest expense................................... (508) (11)
-------- -------
Income before income taxes.......................... (62,442) 7,594
Income taxes........................................ (2,966) (2,885)
-------- -------
Net income.......................................... $(65,408) $ 4,709
======== =======
Earnings per share (EPS):
Basic EPS.......................................... $ (2.82) $ 0.23
======== =======
Diluted EPS........................................ $ (2.77) $ 0.23
======== =======
Weighted average shares outstanding................. 23,206 20,783
======== =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1997 and 1996
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income.............................................................................. $(65,408) $ 4,709
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization........................................................ 1,824 902
Deferred income taxes................................................................ 3,334 975
Net realized (gains) losses on sale of marketable securities......................... - 39
Non-recurring charges................................................................ 72,579 -
Changes in assets and liabilities:
Trade accounts receivable............................................................. (1,943) (836)
Prepaid expenses...................................................................... (670) (1,268)
Deferred marketing costs.............................................................. 246 (976)
Accounts payable...................................................................... 244 (130)
Income taxes payable.................................................................. (446) 1,386
Income taxes receivable............................................................... (948) -
Accrued expenses...................................................................... 2,598 (763)
-------- -------
Net cash provided by operating activities........................................... 11,410 4,038
Cash flows from investing activities:
Proceeds from sale of marketable securities............................................. 15,404 1,483
Purchases of marketable securities...................................................... (9,593) (2,337)
Purchases of property and equipment..................................................... (2,924) (1,972)
Capitalization of software development costs............................................ (885) (620)
Acquisition of businesses............................................................... (21,862) -
Other................................................................................... (2,000) 88
-------- -------
Net cash used in investing activities............................................... (21,860) (3,358)
Cash flows from financing activities:
Repayment of long-term debt............................................................. (343) (779)
Proceeds from long-term debt............................................................ 11,673 -
Repurchase and retirement of common stock............................................... - (5,589)
Proceeds from exercise of stock options................................................. 307 2,663
-------- -------
Net cash provided by (used in) financing activities................................. 11,637 (3,705)
Net increase (decrease) in cash and cash equivalents...................................... 1,187 (3,025)
Cash and cash equivalents, beginning...................................................... 7,497 11,999
-------- -------
Cash and cash equivalents, ending......................................................... $ 8,684 $ 8,974
======== =======
Supplemental disclosure of cash flow information:
Interest paid............................................................................ $ 317 $ 11
======== =======
Income taxes paid........................................................................ $ 157 $ 1,236
======== =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying unaudited financial statements have been prepared on the same
basis as the audited consolidated financial statements and, in the opinion of
management, contain all adjustments, consisting of normal recurring adjustments,
necessary to fairly present the financial information included therein. The
December 31, 1996 Consolidated Balance Sheet was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles.
The Company suggests that this financial data be read in conjunction with the
audited consolidated financial statements and notes thereto for the year ended
December 31, 1996 included in the Company's 1996 Annual Report to the Securities
and Exchange Commission on Form 10-K. Results for the interim period presented
are not necessarily indicative of results to be expected for the entire year.
2. Acquisitions and Non-Recurring Charges
Effective February 1, 1997, the Company acquired all issued and outstanding
common stock of DBA Holdings, Inc. and Subsidiaries (operating as Database
America Companies, or DBA), a leading provider of data processing and
analytical services for marketing applications, and compiler of information on
consumers and businesses in the United States. Total consideration for the
acquisition was approximately $100 million, consisting of $60 million in cash,
funded using a revolving credit facility (see note 3), and approximately 2.2
million shares of the Company's common stock. The acquisition has been
accounted for as a purchase. As part of this acquisition, the Company estimated
non-recurring charges totaling $72.6 million for write-offs in connection with
the merger of DBA ($70.0 million) as well as other related integration and
organizational restructuring costs ($2.6 million). Of this amount approximately
$1.0 million was accrued at March 31, 1997, principally for severance costs to
be incurred in the second and third quarter of 1997. The remaining intangibles
and goodwill recorded as part of the purchase totaling approximately $14.6
million will be written off over lives ranging from 7 to 15 years.
3. Revolving Credit Agreement
In February 1997, the Company entered into a $65 million Credit Facility with
First Union Bank. The purpose of this facility was to finance a portion of the
acquisition of Database America Companies (see note 2). In addition, the bank
syndicate led by First Union Bank approved an additional $10 million of
availability under the Credit Facility. At March 31, 1997, total borrowings
under this facility were $60.0 million. Interest expense on the facility, which
is based on three month LIBOR rates adjusted quarterly, was approximately $458
thousand for the quarter.
6
<PAGE>
AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
American Business Information, Inc. and its Subsidiaries, (the "Company"),
provide business and consumer information to organizations engaged in business-
to-business and consumer marketing through products and services derived from
the Company's database. These products include customized business lists,
business directories, consumer lists and other information services, such as CD-
ROM directories, Online Access, Internet Access, Data Processing and
Analytical Services.
In addition, the Company provides business and consumer directories for home
use. These directories are available in a series of CD-ROM titles, which are
distributed through national and local computer software retail outlets.
This discussion and analysis contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of
the Securities Act of 1933, which are subject to the "safe harbor" created by
that section. The Company's actual future results could differ materially from
those projected in the forward-looking statements. Some factors which could
cause future actual results to differ materially from the company's recent
results or those projected in the forward-looking statements are described in
"Factors Affecting Operating Results" below. The Company assumes no obligation
to update the forward-looking statements or such factors.
Results of Operations
The following table sets out for the three month periods indicated, certain
items from the Company's statement of operations data expressed as a percentage
of net sales:
<TABLE>
<CAPTION>
Three Months Ended
March 31
<S> <C> <C>
1997 1996
---- ----
Statement of Operations Data:
Net sales 100% 100%
Costs and expenses:
Database and production costs 29 25
Selling, general and administrative 43 41
Depreciation and amortization 4 5
Non-recurring charges 173 -
----- ----
Total costs and expenses 249 71
----- ----
Operating income (149) 29
----- ----
Other income (expense) - 2
----- ----
Income before income taxes (149) 31
Income taxes (7) 12
----- ----
Net income (156)% 19%
===== ====
</TABLE>
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, continued
Net Sales
- ---------
Net sales increased 69% to $41.9 million in the first quarter of 1997 from $24.8
million in the same period of 1996. Net sales from companies acquired since
August 1996 and included in first quarter 1997 sales (excluded from prior year
operating results) include $8.7 million, or 21% of net sales, from Database
America Companies ("DBA") representing DBA sales starting on February 1, 1997,
$2.5 million, or 6% of net sales, from Digital Directory Assistance. Inc.
("PhoneDisc"), $1.1 million, or 3% of net sales, from County Data Corp.("CDC"),
and $863 thousand, or 2% of net sales, from Marketing Data Systems ("MDS") and
BJ Hunter. Net sales increased 16% for the first quarter of 1997 as compared to
the prior period, excluding the effect of acquisitions.
Sales Leads Products increased $11.5 million, or 56%, to 32.1 million from $20.6
in the prior year period. $6.6 million of this increase can be attributed to
the sales generated from DBA, CDC, and BJ Hunter.
Data Processing Products posted the largest percentage gain, increasing 497% to
$5.0 million from $838 thousand in the prior year. The increase is the direct
result of the acquisition of DBA and MDS, which contributed $3.6 million and
$438 thousand, respectively, in data processing sales during the first quarter
of 1997. Sales of the Company's mapping products increased to $254 thousand, up
from $19 thousand during the prior year period.
Consumer CD-ROM Products increased 46% to $4.9 million from $3.3 million in the
prior year period. This increase results from sales of PhoneDisc CD-ROM
reference products.
The Company's net sales on a quarterly basis can be affected by the timing and
extent of the Company's own direct marketing activities and the release of new
products. There have been no significant price increases for the majority of
the Company's existing products and services during the period.
Database and Production Costs
- -----------------------------
Database and production costs for the first quarter of 1997 increased $5.7
million to $12.0 million, or 29% of net sales, compared to $6.3 million, or 25%
of net sales, in the prior year quarter. These amounts primarily represent the
costs of compiling and telephone verifying information in the database,
fulfilling customer orders, the direct costs associated with the production of
CD-ROM titles, and royalty costs. The percentage increase for the 1997 quarter
over the 1996 quarter is primarily due to higher Database and Production
expenses for DBA and PhoneDisc than for the Company's existing business. DBA
accounted for $3.4 million of the increase between periods. Additionally,
increased sales of CD-ROM products (PhoneDisc), and data processing services
(DBA and MDS) bear a slightly higher level of costs than the Company's
traditional lead generation products.
8
<PAGE>
Selling, General, and Administrative
- ------------------------------------
Selling, general and administrative expenses in the first quarter of 1997 were
$18.0 million, or 43% of net sales, compared to $10.1 million, or 41% of net
sales, in the prior year quarter. The percentage increase for the 1997 quarter
over the 1996 quarter is primarily due to the higher Selling, General and
Administrative expenses for DBA and PhoneDisc than for the Company's existing
business. DBA accounted for $3.3 million of the increase between periods. The
increased spending as a percentage of net sales was primarily attributable to an
overall increase in direct marketing activities for all of the Company's
products and services, continued investment in a field sales organization and
promotional marketing of CD-ROM products.
Depreciation and Amortization
- -----------------------------
Depreciation and amortization expense for the three months ended March 31, 1997
increased to $1,824,000 from $1,164,000 in the comparable 1996 period, primarily
due to increased amortization of the intangibles related to the acquisitions but
decreased to 4% of net sales in the first quarter of 1997 from 5% of Net Sales
in the first quarter of 1996.
Non-Recurring Charges
- ---------------------
As part of the acquisition of DBA, the Company recorded non-recurring charges
totaling $72.6 million for write-offs in connection with the merger of DBA
($70.0 million) as well as other related integration and organizational
restructuring costs ($2.6 million).
Operating Income
- ----------------
The Company had an operating loss of $(62.5) million in the first quarter of
1997 compared to an operating income of $7.2 million, or 29% of net sales in the
first quarter of 1996. Excluding the non-recurring charges described above,
operating income for the period would have been $10.0 million, or 24% of net
sales. The difference in operating income as a percentage of net sales is
attributable to the factors described above.
Other Income
- ------------
Other income for the 1997 first quarter was $42,000 compared to $399,000 in the
same quarter of 1996. This decrease is principally due to interest expense
incurred on the revolving credit agreement described in Note 3 of the
Consolidated Financial Statements.
Provision for Income Taxes
- --------------------------
A provision for income taxes has been recorded on the Company's first quarter
1996 and 1997 earnings at a combined effective federal and state tax rate of
38%.
9
<PAGE>
Liquidity and Capital Resources
As of March 31, 1997, the Company's principal sources of liquidity included
cash and cash equivalents of $8.7 million and marketable securities of $16.3
million.
Net cash provided by operating activities for the first quarter 1997 totaled
$11.4 million as compared to $4.0 million in the first quarter 1996. The Company
spent approximately $1.5 million on upgrades to data processing equipment and
$1.0 million related to building and improvements to its Omaha facility. The
Company anticipates spending an additional $3.0 million in 1997 for equipment
and facility expansion.
The Company believes that cash flows from operations, its cash and short term
investments, and its borrowing facilities (see Note 3 of the Notes to the
Consolidated Financial Statements for a description) will be sufficient to fund
its operations through at least the remainder of the year. However, if the
Company acquires additional companies or products, additional financing may be
required.
Factors That May Affect Operating Results
Fluctuations in Operating Results. The Company believes that future
operating results may be subject to quarterly and annual fluctuations
based on numerous factors. The Company's net sales on a quarterly basis can be
affected by seasonal characteristics and certain other factors including the
timing and extent of the Company's own direct marketing activity. In addition,
the expenses associated with acquiring data, direct marketing campaigns and the
timing of acquisitions and the costs and expenses associated therewith may also
affect operating results.
Risks Associated With Recent and Future Acquisitions. During the past year,
the Company has made a number of strategic acquisitions. Acquisitions may result
in the diversion of management's attention from day-to-day operations and may
include numerous other risks and costs, including risks and costs relating to
difficulties in the integration of operations, products and personnel. To the
extent that efforts to pursue acquisition opportunities have in the past
resulted, or may in the future result, in a diversion of resources or that
efforts to integrate recent and future acquisitions fail, there could be a
material adverse effect on the Company's business, results of operations and
financial condition. Acquisitions may result in dilutive issuances of equity
securities, the incurrence of additional debt, and amortization expenses related
to goodwill and other intangible assets. While there are currently no
commitments with respect to any particular material acquisitions, the Company's
management has historically evaluated on an ongoing basis the strategic
opportunities available to the Company. The Company may in the near- or long-
term future pursue acquisition of complementary products, technologies or
businesses.
Competition. The business information industry is highly competitive. In
particular, the rapid expansion of the Internet creates a substantial new
channel for distributing business information to the market, and a new avenue
for future entrants to the business information industry. There is no guarantee
that the Company will be successful in this new market. Many of the Company's
principal competitors have substantially greater resources than the Company. In
addition, the Company has no control over the possible future entry into the
marketplace of other potential competitors, some of which may be much larger
than the Company and may have much larger capital bases from which to develop
and compete with the Company.
Direct Marketing Regulation and Post Rates. The Company and many of its
customers engage in direct marketing. Any negative impact on direct marketing,
including changes to existing laws or regulations or future laws and
regulations, may adversely affect the Company's operating results. The direct
mail industry depends and will continue to depend upon the services of the
United States Postal Service and other private mail carriers. Any modification
by the Postal Service of its rate structure or any increase in public or private
postal rates generally could have a negative impact on the demand for business
information, direct mail activities and the cost of the Company's direct mail
activities. In addition to the risk of rate increases, the direct mail
industry, and thus the Company's operating results, could be adversely affected
by postal strikes.
Loss of Data Centers. The Company's business depends on computer systems
contained in the Company's two data centers. The Company's disaster recovery
program is based upon maintaining redundant computer equipment at each of its
data centers. The data centers are protected by Halon fire suppression systems,
designed to extinguish a fire without damaging the computer equipment. The
centers are further protected by uninterrupted power supply backup systems.
There can be no guarantee that a fire or other disaster affecting one or both of
its data centers would not disable the Company's computer systems. Any
significant damage to either or both of the data centers could have a material
adverse affect on the Company.
Limited Protection of Intellectual Property and Proprietary Rights. The
Company relies on a combination of copyright, trademark and trade secret laws,
employee and third-party nondisclosure agreements and other methods to protect
its proprietary rights. Despite these precautions, it may be possible for
unauthorized third parties to copy certain portions of the Company's products or
reverse engineer or obtain and use information that the Company regards as
proprietary. The Company generally licenses its software products to end-users
on a "right to use" basis pursuant to a perpetual license. The Company licenses
some of its products under "shrink-wrap" licenses (i.e., licenses included as
part of the product packaging). Shrink-wrap licenses are not negotiated with or
signed by individual licensees, and purport to take effect upon the opening of
the product package. Certain license provisions protecting against unauthorized
use, copying, transfer and disclosure of the licensed program may be
unenforceable under the laws of certain jurisdictions and foreign countries. In
addition, the laws of some foreign countries do not protect proprietary rights
to the same extent as do the laws of the United States. There can be no
assurance that the foregoing measures will be adequate to protect the Company's
intellectual property.
<PAGE>
AMERICAN BUSINESS INFORMATION, INC.
FORM 10-Q
FOR THE QUARTER ENDED
MARCH 31, 1997
PART II
OTHER INFORMATION
11
<PAGE>
AMERICAN BUSINESS INFORMATION, INC.
FORM 10-Q
FOR THE QUARTER ENDED
MARCH 31, 1997
PART II
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
11 Statement regarding computation of per share earnings
(b) Report on Form 8-K
On February 15, 1997, the Company filed a current report of Form
8-K, which was subsequently amended by a Form 8-K/A, related to
the acquisition of DBA Holdings, Inc. and Subsidiaries.
12
<PAGE>
S I G N A T U R E S
--------------------
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.
AMERICAN BUSINESS INFORMATION, INC.
-----------------------------------
Date: 5/14/97 /s/ Vinod Gupta
------- ------------------
Vinod Gupta, Chairman of
the Board, Chief Executive
Officer (principal executive
officer)
/s/ Jon H. Wellman
------------------
Jon H. Wellman, President and Chief
Operating Officer (principal financial
officer)
/s/ Steven Purcell
------------------
Steven Purcell, Chief Financial Officer
(principal accounting officer)
13
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ------------
11 Statement regarding computation of per share earnings
14
<PAGE>
EXHIBIT 11
AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
For the three months ended March 31, 1997 and 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------
1997 1996
---- ----
<S> <C> <C>
Average shares outstanding...................... 23,206 20,783
Net additional common equivalent shares......... 378 137
-------- -------
Average number of common and common equivalent
shares outstanding............................. 23,584 20,920
======== =======
Net income for per share computation............ $(65,408) $ 4,709
======== =======
Net income per average common and common
equivalent share outstanding................... $ (2.77) $ 0.23
======== =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 8,684
<SECURITIES> 16,256
<RECEIVABLES> 46,775
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 79,714
<PP&E> 36,597
<DEPRECIATION> 15,237
<TOTAL-ASSETS> 137,985
<CURRENT-LIABILITIES> 23,860
<BONDS> 62,305
0
0
<COMMON> 61
<OTHER-SE> 51,759
<TOTAL-LIABILITY-AND-EQUITY> 137,985
<SALES> 0
<TOTAL-REVENUES> 41,948
<CGS> 0
<TOTAL-COSTS> 104,432
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 508
<INCOME-PRETAX> (62,442)
<INCOME-TAX> 2,966
<INCOME-CONTINUING> (65,408)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (65,408)
<EPS-PRIMARY> (2.82)
<EPS-DILUTED> (2.77)
</TABLE>
