<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
x SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 1-11953
Willbros Group, Inc.
(Exact name of registrant as specified in its charter)
Republic of Panama 98-0160660
(Jurisdiction of incorporation) (I.R.S. Employer Identification Number)
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
Telephone No.: (50-7) 263-2982
(Address, including zip code, and telephone number, including
area code, of principal executive offices of registrant)
NOT APPLICABLE
- --------------------------------------------------------------------------
(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 the past 90 days. Yes X No
The number of shares of the registrant's Common Stock, $.05 par
value, outstanding as of November 12, 1996, was 14,385,980.
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
<CAPTION>
September 30, December 31,
1996 1995
-------- --------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 18,465 $ 19,859
Accounts receivable 66,417 65,652
Contract cost and recognized
income not yet billed 4,484 11,515
Prepaid expenses 3,796 1,992
-------- --------
Total current assets 93,162 99,018
Property, plant, equipment
and spare parts, net 54,071 48,933
Other assets 4,602 2,003
-------- --------
Total assets $151,835 $149,954
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 5,085 $ 3,119
Accounts payable and accrued liabilities 32,606 41,015
Accrued income taxes 3,851 4,918
Contract billings in excess of cost
and recognized income 13,179 11,199
-------- --------
Total current liabilities 54,721 60,251
Other liabilities 6,813 6,312
-------- --------
Total liabilities 61,534 66,563
Redemption value of common stock held
by plan participants - 7,918
Redeemable Preferred Stock - 36,200
Stockholders' equity:
Class A Preferred Stock, par value $.01
per share, 1,000,000 shares authorized,
none issued - -
Common stock, par value $.05 per share,
35,000,000 shares authorized; 14,385,980
shares issued at September 30, 1996 and
3,000,000 shares issued December 31, 1995 719 150
Capital in excess of par value 55,525 10,731
Cumulative foreign currency
translation adjustment (784) (784)
Retained earnings 38,025 39,956
Notes receivable for stock purchases (3,184) (2,377)
Treasury stock at cost, 78,000 shares
at December 31, 1995 - (485)
Redemption value of common stock held
by plan participants - (7,918)
-------- --------
Total stockholders' equity 90,301 39,273
-------- --------
Total liabilities and
stockholders' equity $151,835 $149,954
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
<TABLE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In thousands, except share and per share amounts)
(Unaudited)
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Contract revenues $ 47,407 $ 56,962 $149,863 $132,084
Operating expenses:
Contract 34,457 44,131 110,888 98,353
Depreciation and
amortization 3,550 3,983 10,180 11,348
General and
administrative 6,204 6,157 19,477 18,739
Compensation from
changes in redemption
value of common stock 4,695 302 6,122 356
-------- -------- -------- --------
48,906 54,573 146,667 128,796
-------- -------- -------- --------
Operating income
(loss) (1,499) 2,389 3,196 3,288
Other income (expense):
Interest - net (100) 156 (222) 290
Minority interest (824) (413) (1,602) (976)
Other - net (63) 805 746 1,212
-------- -------- -------- --------
(987) 548 (1,078) 526
-------- -------- -------- --------
Income (loss) before
income taxes (2,486) 2,937 2,118 3,814
Provision for income taxes 355 782 1,529 1,533
-------- -------- -------- --------
Net income (loss) $ (2,841) $ 2,155 $ 589 $ 2,281
======== ======== ======== ========
Net income (loss) per
common and common
equivalent share $ (.20) $ .15 $ (.06) $ .16
========= ======== ======== ========
Weighted average number
of common and common
equivalent shares
outstanding 14,210,653 14,206,691 14,063,758 14,223,858
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
(Unaudited)
<CAPTION>
Redemption
Cumulative Notes Value of
Capital Foreign Receivable Common Total
in Excess Currency for Stock Held Stock-
Common Stock of Par Translation Retained Stock Treasury by Plan holders'
Shares Par Value Value Adjustment Earnings Purchases Stock Participants Equity
-------- -------- ------- ------- ------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1996 3,000,000 $150 $10,731 $(784) $39,956 $(2,377) $ (485) $(7,918) $ 39,273
Net income - - - - 589 - - - 589
Preferred
dividends - - - - (1,448) - - - (1,448)
Purchase of treasury
stock - - - - - - (2,531) 63 (2,468)
Exercise of stock
options - - - - (1,072) (1,715) 3,016 - 229
Sale of common
stock, net of
offering
expenses 525,980 26 3,015 - - - - - 3,041
Conversion of
preferred
stock 10,860,000 543 35,657 - - - - - 36,200
Payment of notes
receivable - - - - - 908 - (897) 11
Increase in
redemption
value of
common stock - - 1,427 - - - - (1,427) -
Compensation
expense at
initial public
offering date - - 4,695 - - - - - 4,695
Termination of
redemption
obligation - - - - - - - 10,179 10,179
----------- ----- ------- ----- ------- ------- ------- ------- -------
Balance, September 30,
1996 14,385,980 $ 719 $55,525 $(784) $38,025 $(3,184) $ - $ - $90,301
=========== ===== ======= ===== ======= ======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
(Unaudited)
<CAPTION>
Nine Months
Ended September 30,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 589 $ 2,281
Reconciliation of net income to cash
provided by (used in) operating
activities:
Depreciation and amortization 10,180 11,348
Compensation from changes in
redemption value of common stock 6,122 356
Loss (gain) on sales and retirements 64 (92)
Changes in operating assets and
liabilities:
Accounts receivable (765) (13,428)
Contract cost and recognized
income not yet billed 7,031 (6,870)
Prepaid expenses and other assets (4,403) (1,275)
Accounts payable and accrued
liabilities (8,409) 3,230
Accrued income taxes (1,860) 206
Contract billings in excess of
cost and recognized income 1,980 395
Other liabilities 477 388
-------- --------
Cash provided by (used in)
operating activities 11,006 (3,461)
Cash flows from investing activities:
Proceeds from sales of property and
equipment 511 287
Purchase of property, equipment and
spare parts (15,893) (11,799)
-------- --------
Cash used in investing
activities (15,382) (11,512)
Cash flows from financing activities:
Proceeds from notes payable 14,440 2,849
Proceeds from common stock 3,270 -
Collection of notes receivable
for stock purchases 908 630
Repayment of notes payable (11,657) (5,769)
Payment of dividends on preferred
stock (1,448) -
Purchase of treasury stock (2,531) (282)
-------- --------
Cash provided by (used in)
financing activities 2,982 (2,572)
-------- --------
Cash used in all activities (1,394) (17,545)
Cash and cash equivalents, beginning
of period 19,859 49,142
-------- --------
Cash and cash equivalents, end of period $ 18,465 $ 31,597
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
WILLBROS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of Willbros
Group, Inc. and its majority-owned subsidiaries (the "Company")
reflect all adjustments which are, in the opinion of management,
necessary to present fairly the financial position, results of
operations and cash flows of the Company as of September 30, 1996,
and for all interim periods presented. All adjustments are normal
recurring accruals.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
These condensed consolidated financial statements should be read in
conjunction with the Company's December 31, 1995 audited
consolidated financial statements and notes thereto contained in
the Company's Registration Statement on Form S-1 (No. 333-5413), as
amended (the "Registration Statement"), covering the Company's
initial public offering of common stock. The results of operations
for the period ended September 30, 1996, are not necessarily
indicative of the operating results to be achieved for the full
year.
2. Compensation Charge
Compensation from changes in redemption value of common stock,
as described in the Registration Statement, is, in the three-month
period ended September 30, 1996, a stock-based, non-cash
compensation charge for the difference between the maximum
redemption value of shares subject to redemption under the
Company's employee stock ownership plans and the initial public
offering price.
3. Initial Public Offering
An initial public offering of the Company's common stock was
completed in August 1996 with the sale of 5,490,500 shares of
common stock, consisting of 525,980 newly issued shares resulting
in net proceeds to the Company of $4,892 before offering costs and
4,964,520 shares sold by a stockholder of the Company for which the
Company did not receive any proceeds. Subsequent to the initial
public offering, there are 14,385,980 shares of common stock
outstanding.
In July 1996, prior to the initial public offering, all 362,000
shares of the $100 redeemable preferred stock of the Company
outstanding were converted into common stock of the Company at a
conversion rate of 30 shares of common stock for each share of
preferred stock.
4. Contingencies, Commitments and Other Circumstances
The Company provides construction, engineering and specialty
services to the oil and gas industry. The Company's principal
markets are currently Africa, Asia, the Middle East, South America
and the United States. Operations outside the United States may be
subject to certain risks which ordinarily would not be expected to
exist in the United States, including foreign currency
fluctuations, expropriation of assets, civil uprisings and riots,
instability of government and legal systems of decrees, laws,
regulations, interpretations and court decisions which are not
always fully developed and which may be retroactively applied.
Management is not presently aware of any events of the type
described in the countries in which it operates that have not been
provided for in the accompanying condensed consolidated financial
statements. Based upon the advice of knowledgeable professionals in
the various work countries concerning the interpretation of the
laws, practices and customs of the countries in which it operates,
management believes the Company has followed the current practices
in those countries; however, because of the nature of these
potential risks, there can be no assurance that the Company may not
be adversely affected by them in the future. The Company insures
substantially all of its equipment in countries outside the United
States against certain political risks and terrorism.
6
<PAGE>
The Company has the usual liability of contractors for the
completion of contracts and the warranty of its work. Where work
is performed through a joint venture, the Company also has possible
liability for the contract completion and warranty responsibilities
of its joint venturers. Management is not aware of any material
exposure related thereto which has not been provided for in the
accompanying consolidated financial statements.
Certain post contract completion audits and reviews are being
conducted by clients andor government entities. While there can be
no assurance that claims will not be received as a result of such
audits and reviews, management does not believe a legitimate basis
for any material claims exists. At the present time it is not
possible for management to estimate the likelihood of such claims
being asserted or, if asserted, the amount or nature thereof.
5. Subsequent Event
In October 1996, the Company granted stock options to purchase
444,000 shares of common stock, in the aggregate, to certain key
employees under the Company's 1996 Stock Plan. The options, which
are exercisable at prices of $8.67 per share or $9.125 per share,
vest over a period beginning in October 1996, and ending in January
1999. In addition, options to purchase 37,000 shares of common
stock, in the aggregate, exercisable at prices of $9.125 per share
or $10.00 per share, were granted to non-employee directors under
the Company's Director Stock Plan.
7
<PAGE>
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The Company derives its revenues from providing construction,
engineering and specialty services to the oil and gas industry and
government entities worldwide. The Company obtains contracts for
its work primarily by competitive bidding or through negotiations
with long standing clients. Bidding activity, backlog and revenues
resulting from the award of contracts to the Company may vary
significantly from period to period.
Revenues from fixed-price construction and engineering contracts
are recognized on the percentage-of-completion method. Under this
method, estimated contract revenues are accrued based generally on
the percentage that costs to date bear to total estimated costs,
taking into consideration physical completion. Generally, the
Company does not recognize income until a contract is approximately
10% complete. Costs which are considered to be reimbursable are
excluded before the percentage-of-completion calculation is made.
If a current estimate of total contract cost indicates a loss on a
contract, the projected loss is recognized in full when determined.
Revenues from unit-price contracts are recognized as earned.
Revenues from change orders, extra work, variations in the scope of
work and claims are recognized when realization is assured.
The Company derives its revenues from contracts with durations
from a few weeks to several months and sometimes years. Unit-price
contracts provide relatively even quarterly results; however, major
projects are usually fixed-price contracts that may result in
uneven quarterly results due to the method by which revenues are
recognized. These financial factors, as well as external factors
such as weather, client needs, labor, government regulation and
politics may affect the progress of a project's completion and the
timing of revenue recognition. The Company believes that its
operating results should be evaluated over a sufficiently long time
horizon over which major contracts in progress are completed and
change orders, extra work, variations in the scope of work and
claims are negotiated and realized.
Backlog
Backlog is the Company's anticipated revenue from the
uncompleted portions of existing contracts. The Company includes
anticipated revenues from a contract in its backlog at such time as
the contract is awarded or a firm letter of commitment is obtained.
Anticipated revenues from contractual processes, including change
orders, extra work, variations in the scope of work and the effect
of escalation or currency fluctuation formulas, are not added to
backlog until realization is assured.
Company backlog was $92.2 million at September 30, 1996.
Additions to backlog during the three months ended September 30,
1996, included $23.1 million in engineering services, $15.6 million
for the construction of an offshore loading and storage facility,
and $15.2 million in other construction and specialty services.
Backlog was reduced by contract revenues recognized as a result of
work performed on various contracts and contract adjustments during
the three months ended September 30, 1996. Company backlog was
$85.7 million at June 30, 1996.
8
<PAGE>
Results of Operations
Three Months Ended September 30, 1996, Compared to Three Months
Ended September 30, 1995
Contract revenues decreased to $47.4 million for the three
months ended September 30, 1996, from $57.0 million for the
comparable period in 1995. The $9.6 million (17%) decrease is
primarily attributable to a decrease in construction services in
the United States.
Contract cost decreased to $34.5 million for the three months
ended September 30, 1996, from $44.1 million for the comparable
period in 1995. The $9.6 million (22%) decrease is primarily
attributable to a decrease in construction services in the United
States.
Depreciation and amortization expense decreased to $3.6 million
for the three months ended September 30, 1996, from $4.0 million
for the comparable period in 1995, due primarily to certain assets
becoming fully depreciated.
Operating income decreased to a loss of $1.5 million for the
three months ended September 30, 1996, from income of $2.4 million
for the comparable period in 1995, primarily due to an increase in
non-cash compensation expense of $4.4 million.
Other - net decreased to expense of $.1 million for the three
months ended September 30, 1996, from income of $.8 million for the
comparable period in 1995, due primarily to a decrease in foreign
exchange gains.
The provision for income tax decreased to $.4 million for the
three months ended September 30, 1996, from $.8 million for the
comparable period in 1995, due to a reduction in previous estimates
of income taxes in certain countries.
Nine Months Ended September 30, 1996, Compared to Nine Months
Ended September 30, 1995
Contract revenues increased to $149.9 million for the nine
months ended September 30, 1996, from $132.1 million for the
comparable period in 1995. The $17.8 million (13%) increase is
primarily attributable to (a) a $21.9 million increase in contract
revenues in Asia due to engineering, material procurement and
construction services related to a 16-18 inch, 225 mile (365
kilometer) pipeline and four pump stations in Pakistan; (b) a $9.1
million increase in contract revenues in Africa related to
construction of a 20 inch gas pipeline river crossing and related
facilities and specialty services associated with construction of
swamp flow lines, flowline leak repair, dredging and material
procurement in Nigeria; offset by (c) a $10.9 million decrease in
contract revenues in North America due to reduced material
procurement and construction services in the United States.
Contract cost increased to $110.9 million for the nine months
ended September 30, 1996, from $98.4 million for the comparable
period in 1995. The $12.5 million (13%) increase is primarily
attributable to (a) a $24.6 million increase in contract cost in
Asia due to engineering, material procurement and construction
services in Pakistan; (b) a $4.6 million increase in contract cost
in Africa associated with construction and specialty services in
Nigeria; offset by (c) a $12.8 million decrease in contract cost in
North America due to reduced material procurement and construction
services in the United States; and (d) a $3.8 million decrease in
contract cost in South America due to reduced construction activity
in Venezuela.
Depreciation and amortization expense decreased to $10.2 million
for the nine months ended September 30, 1996, from $11.3 million
for the comparable period in 1995, due primarily to certain assets
becoming fully depreciated.
General and administrative expense increased to $19.5 million
for the nine months ended September 30, 1996, from $18.7 million
for the comparable period in 1995, due primarily to increased costs
associated with the increased level of activity in Asia.
9
<PAGE>
Operating income decreased to $3.2 million for the nine months
ended September 30, 1996, from $3.3 million for the comparable
period in 1995. The $.1 million (3%) decrease is due to (a) an
increase in non-cash compensation expense of $5.8 million; (b) a
$3.8 million decrease in operating income in Asia primarily due to
recognition of unrecovered costs associated with delays on the
project in Pakistan; offset by (c) a $4.6 million increase in
operating income in South America due to increased specialty
services in Venezuela; and (d) a $4.5 million increase in operating
income in Africa related to increased construction and specialty
services in Nigeria.
Interest - net decreased to an expense of $.2 million for the
nine months ended September 30, 1996, from income of $.3 million
for the comparable period in 1995, due primarily to a decrease in
interest income on short-term investments.
Minority interest expense increased to $1.6 million for the nine
months ended September 30, 1996, from $1.0 million for the
comparable period in 1995, due to increased operations in jointly
owned companies in certain work countries.
Other - net decreased to income of $.7 million for the nine
months ended September 30, 1996, from $1.2 million for the
comparable period in 1995, due primarily to a decrease in foreign
exchange gains.
Liquidity and Capital Resources
The Company's primary requirements for capital are to fund the
acquisition, upgrade and maintenance of its equipment, provide
working capital for current projects, finance the mobilization of
employees and equipment to new projects and establish a presence in
countries where the Company perceives growth opportunities. For the
nine month period ended September 30, 1996, the Company met its
cash requirements primarily from operating cash flows.
Cash and cash equivalents decreased to $18.5 million at
September 30, 1996, from $19.9 million at December 31, 1995. The
$1.4 million (7%) decrease is primarily due to a $3.0 million
increase in working capital (excluding cash and cash equivalents
and notes payable) and $15.4 million in net capital expenditures
for property, equipment and spare parts, offset by $16.9 million of
cash flow from operations.
The Company has a $100 million line of credit under a credit
agreement with several financial institutions and Bank of America
National Trust and Savings Association, as agent. This credit
agreement provides a revolving credit facility and a standby and
commercial letter of credit facility. At September 30, 1996, there
were no borrowings or financial letters of credit outstanding,
commercial letters of credit outstanding totaled $2.7 million, and
standby letters of credit outstanding totaled $30.4 million,
leaving $66.9 million available under this facility. The Company
is currently in compliance with all of the terms of the credit
agreement.
The Company has credit facilities in certain countries outside
the United States. At September 30, 1996, there were $4.6 million
of borrowings under these lines, in the form of short-term notes
and overdrafts at competitive local interest rates.
The Company believes that cash flow from operations and
borrowing under existing credit facilities will be sufficient to
finance working capital and capital expenditures for ongoing
operations at least through the duration of the current credit
agreement, which expires in October 1997. The Company is in the
process of negotiating a new credit agreement.
10
<PAGE>
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Company's 1996 Annual Meeting of Stockholders (the "Annual
Meeting") was held on July 25, 1996, in Panama City, Panama.
There were present at the Annual Meeting, in person or by proxy,
stockholders holding 3,265,250 shares of the capital stock of
the Company, or 97.1% of the total stock outstanding and
entitled to vote at the Annual Meeting. At the Annual Meeting,
the stockholders of the Company unanimously elected the
following individuals as directors of the Company to serve in
the class and for the term indicated.
<TABLE>
<CAPTION>
Director Class Term
<S> <C> <C>
Melvin F. Spreitzer I 1996 - 1997
Peter A. Leidel I 1996 - 1997
Bryan H. Lawrence II 1996 - 1998
Larry J. Bump III 1996 - 1999
Guy E.Waldvogel III 1996 - 1999
</TABLE>
The stockholders also considered and unanimously approved (a) a
form of indemnification agreement between the Company and each
of its directors and (b) an Amended and Restated Articles of
Incorporation.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11 - Calculation of Income (Loss) Per Common and
Common Equivalent Share.
27 - Financial Data Schedule.
(b) Reports on Form 8-K
There were no current reports on Form 8-K filed during the
three months ended September 30, 1996.
11
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
WILLBROS GROUP, INC.
Date: November 12 , 1996 By:/s/ Melvin F. Spreitzer
---------------------
Melvin F. Spreitzer
Executive Vice President,
Chief Financial Officer,
and Treasurer
12
<PAGE>
EXHIBIT INDEX
The following documents are included as exhibits to this Form 10-Q.
Exhibit
Number Description
- ------- ----------------------------------------------------
11. Computation of Income (Loss) Per Common and Common
Equivalent Share.
27. Financial Data Schedule.
<PAGE>
<TABLE>
EXHIBIT 11
WILLBROS GROUP, INC.
COMPUTATION OF INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
(In thousands, except share and per share amounts)
(Unaudited)
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
------- ------- ------- --------
PRIMARY
<S> <C> <C> <C> <C>
Net income (loss) $ (2,841) $ 2,155 $ 589 $ 2,281
Preferred dividends - - (1,448) -
--------- -------- -------- ---------
Net income (loss)
applicable to
common shares $ (2,841) $ 2,155 $ (859) $ 2,281
========= ======== ======== =========
Weighted average number
of common and common
equivalent shares
outstanding 14,210,653 13,610,500 13,891,578 13,627,667
Adjustment to reflect
common shares issued
during the twelve months
prior to May 31, 1996,
as outstanding for all
periods presented using the
"treasury stock" method - 596,191 172,180 596,191
-------- --------- --------- ----------
Weighted average number of
common and common
equivalent shares
outstanding 14,210,653 14,206,691 14,063,758 14,223,858
========== ========== ========== ==========
Income (loss) per common
and common
equivalent share:
Net income (loss) $ (.20) $ .15 $ .04 $ .16
========== ========== ========= =========
Net income (loss)
applicable to
common shares $ (.20) $ .15 $ (.06) $ .16
========== ========= ========= =========
</TABLE>
There is no significant difference between primary and fully diluted
income (loss) per share.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE COMPANY'S SEPTEMBER 30, 1996 FORM 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 18465
<SECURITIES> 0
<RECEIVABLES> 68062
<ALLOWANCES> 1645
<INVENTORY> 0
<CURRENT-ASSETS> 93162
<PP&E> 90804
<DEPRECIATION> 41885
<TOTAL-ASSETS> 151835
<CURRENT-LIABILITIES> 54721
<BONDS> 0
0
0
<COMMON> 719
<OTHER-SE> 89582
<TOTAL-LIABILITY-AND-EQUITY> 151835
<SALES> 149863
<TOTAL-REVENUES> 149863
<CGS> 110888
<TOTAL-COSTS> 146667
<OTHER-EXPENSES> (1078)
<LOSS-PROVISION> 149
<INTEREST-EXPENSE> 1042
<INCOME-PRETAX> 2118
<INCOME-TAX> 1529
<INCOME-CONTINUING> 589
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 589
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
