LEGAL RESEARCH CENTER INC
10-Q, 1999-05-13
LEGAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                                   FORM 10-QSB

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 1999 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 0-26548

                           Legal Research Center, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                         41-1680384
(State Or Other Jurisdiction                   (IRS Employer Identification No.)
     Of Incorporation)

    700 Midland Square Building, 331 Second Avenue So., Minneapolis, MN 55401
               (Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code:  612/332-4950

     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 |_|

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date.

              3,334,133 shares of Common Stock as of March 31, 1999

<PAGE>

                                      INDEX

PART I.  FINANCIAL INFORMATION                                             Page

Item 1.  Financial Statements:

         Consolidated Balance Sheets
           March 31, 1999 and December 31, 1998 .............................2
         Consolidated Statements of Operations
            Three Months Ended March 31, 1999 and 1998.......................3
         Consolidated Statements of Stockholders' Equity ....................4
         Consolidated Statements of Cash Flows
            Three Months Ended March 31, 1999 and 1998.......................5
         Notes to Consolidated Financial Statements .........................6

Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations .......................................6


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................8

<PAGE>

                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

                           LEGAL RESEARCH CENTER, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              (Unaudited)
                                                                               March 31,       December 31,
ASSETS                                                                           1999              1998
==========================================================================================================
<S>                                                                          <C>               <C>        
CURRENT ASSETS
      Cash and cash equivalents                                              $   559,579       $   436,110
      Accounts receivable                                                        444,359           457,723
      Note receivable                                                             30,909            30,909
      Other                                                                       62,267            33,121
                                                                             -----------       -----------
                 TOTAL CURRENT ASSETS                                          1,097,114           957,863
                                                                             -----------       -----------

FURNITURE AND EQUIPMENT                                                          342,067           342,067
      Less accumulated depreciation                                             (308,733)         (298,340)
                                                                             -----------       -----------
                                                                                  33,334            43,727
                                                                             -----------       -----------

OTHER ASSETS
      Notes receivable, net of $153,974 allowance for doubtful accounts           50,050            50,050
      Intangible assets                                                          206,795           232,645
                                                                             -----------       -----------
                                                                                 256,845           282,695
                                                                             -----------       -----------
                                                                             $ 1,387,293       $ 1,284,285
                                                                             ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
==========================================================================================================
CURRENT LIABILITIES
      Accounts payable                                                       $    46,414       $    44,235
      Accrued expenses:
        Compensation                                                              80,627            80,990
        Other                                                                      5,681             3,155
      Client Advances                                                             35,408            17,477

                                                                             -----------       -----------
                 TOTAL CURRENT LIABILITIES                                       168,130           145,857
                                                                             -----------       -----------

NOTES PAYABLE                                                                $   200,000       $   200,000

STOCKHOLDERS' EQUITY
      Common stock, $0.01 par value; (authorized 20,000,000 shares;
            issued - 3,334,133 and 3,327,633 shares respectively)                 33,341            33,276
      Additional paid-in capital                                               6,871,654         6,870,007
      Accumulated deficit                                                     (3,919,582)       (3,998,605)
      Notes receivable from officers and directors                            (1,966,250)       (1,966,250)
                                                                             -----------       -----------
                                                                               1,019,163           938,428
                                                                             -----------       -----------
                                                                             $ 1,387,293       $ 1,284,285
                                                                             ===========       ===========
</TABLE>

See Notes to Consolidated Financial Statements (unaudited)

<PAGE>

                           LEGAL RESEARCH CENTER, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                          (Unaudited)
                                                          Three Months
                                                         Ended March 31,
                                                  -----------------------------
                                                      1999              1998
                                                  -----------------------------

REVENUES                                          $   819,671       $   446,409
                                                  -----------       -----------
DIRECT OPERATING COSTS
      Compensation and benefits                       307,695           154,599
      Other                                            85,276            61,284
                                                  -----------       -----------
              Total direct operating costs            392,971           215,883
                                                  -----------       -----------

GROSS PROFIT                                          426,700           230,526
                                                  -----------       -----------

OTHER OPERATING COSTS
      Sales and marketing                             182,055           272,354
      General and administrative                      166,770            64,527
                                                  -----------       -----------
              Total other operating costs             348,825           336,881
                                                  -----------       -----------

INCOME (LOSS) FROM OPERATIONS                          77,875          (106,355)
                                                  -----------       -----------

OTHER INCOME (EXPENSE)
      Interest Income                                   6,080             2,004
      Interest Expense                                 (4,932)             (127)

NET INCOME (LOSS)                                 $    79,024       $  (104,478)
                                                  ===========       ===========


                                                  ===========       ===========
NET INCOME (LOSS) PER COMMON SHARE                $      0.03       $     (0.05)
                                                  ===========       ===========


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING          2,279,133         2,272,633
                                                  -----------       -----------


See Notes to Consolidated Financial Statements (unaudited)

<PAGE>

                           LEGAL RESEARCH CENTER, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                             Common Stock              Additional
                                      ---------------------------       Paid-in       Accumulated        Notes
                                         Shares          Amount         Capital         Deficit        Receivable          Total
                                      -----------     -----------     -----------     -----------      -----------      -----------
<S>                                   <C>             <C>             <C>             <C>              <C>              <C>        
BALANCE, DECEMBER 31, 1996              3,297,633          32,976       6,765,307      (1,988,841)      (1,966,250)       2,843,192

  Expiration on repurchase option
      on common stock                      30,000             300         104,700                                           105,000

  Net Loss                                     --              --              --      (2,065,004)              --       (2,065,004)
                                      -----------     -----------     -----------     -----------      -----------      -----------
BALANCE, DECEMBER 31, 1997              3,327,633          33,276       6,870,007      (4,053,845)      (1,966,250)         883,188

  Net Income                                   --              --              --          55,240               --           55,240

BALANCE, DECEMBER 31, 1998            $ 3,327,633     $    33,276     $ 6,870,007     $(3,998,605)     $(1,966,250)     $   938,428
                                      -----------     -----------     -----------     -----------      -----------      -----------

  Net Income                                                                          $    79,024                       $    79,024
  Exercised Stock Options             $     6,500     $        65     $     1,647                                       $     1,712

BALANCE , MARCH 31, 1999              $ 3,334,133     $    33,341     $ 6,871,654     $(3,919,582)     $(1,966,250)     $ 1,019,163
                                      =============================================================================================
</TABLE>

See Notes to Consolidated Financial Statements (unaudited)

<PAGE>

                           LEGAL RESEARCH CENTER, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                           Three Months Ended
                                                                                March 31
                                                                       -------------------------
                                                                           1999           1998
                                                                       -------------------------
<S>                                                                    <C>             <C>       
OPERATING ACTIVITIES
     Net profit (loss)                                                 $  79,024       $(104,478)
     Adjustments to reconcile net profit (loss) to net
         cash used by operating activities:
            Depreciation                                                  10,393          23,027
            Amortization and write-off of intangible assets and           25,850           3,431
              capitalized development costs
            (Gain) loss on disposal of furniture and equipment                               (50)
            Change in assets and liabilities
              Trade accounts receivable and unbilled services             13,364         (82,819)
              Other current assets                                       (29,146)        (25,001)
              Accounts payable                                             2,179          97,362
              Accrued expenses                                             2,162          11,070
              Client advances                                             17,931          15,770
                                                                       ---------       ---------

                 Net cash provided (used) in operating activities        121,757         (61,688)
                                                                       ---------       ---------

INVESTING ACTIVITIES
     Proceeds from the sale of furniture and equipment                                        50
     Capitalized development costs
     Cash received on notes receivable                                                    15,000
                                                                       ---------       ---------
                 Net cash provided (used) by investing activities                         15,050
                                                                       ---------       ---------

FINANCING ACTIVITIES
     Common Stock                                                             65
     Proceeds from exercise of stock options                               1,647
                                                                       ---------       ---------
                                                                       ---------       ---------
                 Increase (Decrease) in cash and cash equivalents        123,469         (46,638)
                                                                       ---------       ---------

Cash and cash equivalents
     Beginning of period                                                 436,110         165,924
                                                                       ---------       ---------

     End of period                                                     $ 559,579       $ 119,286
                                                                       =========       =========
</TABLE>

<PAGE>

LEGAL RESEARCH CENTER, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (unaudited)

Basis Of Presentation:  The interim financial  statements are unaudited,  but in
the  opinion  of  management  reflect  all  adjustments  necessary  for  a  fair
presentation  of results of such periods.  All such  adjustments are of a normal
recurring  nature.  The results of  operations  for any  interim  period are not
necessarily  indicative  of results  for a full  fiscal  year.  These  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto, for the year ended December 31, 1998.

Principles Of Consolidation:  The consolidated  financial statements include the
accounts of the Company and its wholly-owned  subsidiary,  The Law Office,  Inc.
(TLO) and its eighty-five  percent owned subsidiary,  The CyberLaw Office,  Inc.
(CLO).  All  significant  inter  company  accounts  and  transactions  have been
eliminated.

Use Of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Net Gain (Loss) Per Common  Share:  Net gain (loss) per common share is computed
on the basis of the weighted average number of common shares  outstanding during
the respective periods.

Major Customers: Two customers accounted for 49%, and 15.7% respectively, of the
Company's  total  revenues for the quarter  ended March 31,  1999.  One of these
customers  accounted for 30.7% of the Company's  total  revenues for the quarter
ended March 31, 1998.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
                                 OF OPERATIONS

The following  discussion and analysis  provides  information that the Company's
management  believes is  relevant  to an  assessment  and  understanding  of the
Company's results of operations and financial condition.  This discussion should
be read in conjunction with the financial  statements and footnotes which appear
elsewhere  in this  Report  and the  Company's  annual  report  for 1998 on Form
10-KSB.

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995,  the Company  cautions  readers that  statements
contained herein, other than historical data, may be forward-looking and subject
to risk and  uncertainties  including,  but not limited to the  continuation  of
revenues   through  the  Company's   strategic   alliances  and  the  successful
development of other new business.  The following  important factors could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking statements made by or on behalf of, the Company:

     o    Failure of the  Company or its  partners  to  successfully  expand its
          market share and sell products and services.
     o    Company's  inability  to produce and deliver its products and services
          at margins sufficient to cover operating costs.
     o    Company's  inability to continue operating due to insufficient cash or
          capital and continued losses.
     o    Company's dependence on a major customer or customers.
     o    Effectiveness of restructuring  and cost cutting measures  implemented
          in 1997 and 1998 by the  Company  to  increase  its gross  margin  and
          decrease sales and general and administrative expenses.

<PAGE>

In addition, as a result of the delisting of the Company's common stock from the
Nasdaq  SmallCap  Market,  described  below,  investors  may  suffer  a loss  of
liquidity in the shares and the Company may have difficulty raising funds in the
capital  markets.  Although the Company  anticipates  that its common stock will
trade on the Nasdaq  "bulletin board" or in the local  over-the-counter  market,
there can be no assurance that such a market will develop or be maintained.

The Company's revenues have historically been derived from conducting analytical
research and writing on a non-recurring  basis for its customers.  Historically,
the Company has  experienced a seasonal  fluctuation in revenues with second and
third quarters being the slowest quarters of the year and the last quarter being
the strongest.  The Company has developed and implemented  programs  designed to
attract  customers  to enter into long term  relationships  to  provide  greater
consistency in quarterly revenues.

RESULTS OF OPERATIONS

Revenues:  Revenues  increased  by $373,262 or 83.6%,  to $819,671 for the three
month period ended March 31, 1999, over the same period of 1998. The increase is
primarily  attributable  to an  increase  in  traditional  research  and writing
services   and   document   retrieval   revenues   offset  by  a   decrease   in
multi-jurisdictional  survey revenue.  

Direct  Operating  Costs:  Direct  operating  costs for  compensation  and other
benefits include hourly contract fees for independent research attorneys as well
as  salaries  and hourly  compensation  of staff  research  attorneys,  document
production and support  personnel.  Other direct operating costs include outside
research fees and services,  royalty fees for  association  referrals,  computer
database  charges,  project data  conversion  fees,  photocopying,  and document
retrieval expense.

Total direct  operating costs increased  $177,088,  or 82%, for the three months
ended March 31,  1999,  from the same period in 1998.  The increase in operating
costs is due to the increase in revenue.

Direct operating costs, expressed as a percentage of revenues decreased slightly
from 48.4% to 47.9% for the three  months  ended March 31,  1999,  from the same
period in 1998.

Gross Profit:  Gross profit for the three months ended March 31, 1999, increased
by $196,174 or 85% to $426,700 from gross profits of $230,526 for the comparable
period for 1998. As a percentage of revenue,  gross profit  remained the same at
52% for the three months ended March 31, 1999,  and for the same period in 1998,
primarily as a result of the continued control of direct operating costs.

Other Operating Costs:  Other operating costs include  compensation of officers,
sales and corporate  staff,  advertising and direct  marketing  expenditures and
general  corporate  overhead,  including  depreciation.  Other  operating  costs
increased by $11,944 or 3.6% for the three months ended March 31, 1999, from the
same  period in 1998.  Of these  other  operating  costs,  sales  and  marketing
expenses decreased by $90,299,  or 33.16% and general and  administrative  costs
increased  by  $102,243 or 158.4%.  The  increase  in other  operating  costs is
primarily due to the amortization of capitalized development costs which started
in second quarter of 1998.  The change in Sales and Marketing  costs and General
and Administrative costs is due to a reclassification of expenses.

Other Income and Expense:  Interest income increased $4,076 for the three months
ended March 31,  1999,  from the  comparable  period in 1998.  The increase is a
result of increased cash invested in interest bearing accounts. Interest expense
increased  $4,805 for the three months  ended March 31, 199 from the  comparable
periods in 1998.  The increase was a result of interest  expense on  convertible
notes received in 1998.

Net  Profit/Loss:  The Company  posted a net profit of $79,024 or $.03 per share
for the three  months  ended March 31,  1999,  compared to a loss of $104,478 or
$.05 per share for the  comparable  period in 1998.  The increase in the revenue
per  share was the  result  of an 83.6%  increase  in  revenues  offset by a 82%
increase  in  direct  operating  costs,  and a  3.6%  increase  in  general  and
administrative expenses.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  1999,  the Company had cash and cash  equivalents  of $559,579 and
working capital of $812,006.

Cash generated in operating activities was $121,757 in the first three months of
1999.  This was primarily the result of a $115,267 net gain before  depreciation
and other  non-cash  charges,  a $13,364  increase  in accounts  receivable  and
unbilled services, offset by a $2,179 increase in accounts payable.

There were no investing activities in first quarter 1999.

The Company received $1,712 in financing activities due to the proceeds from the
exercise of stock options.

                           Part II - Other Information

Item 1.  Legal Proceedings

LAWFINDERS LITIGATION

On June 29,  1998,  the Company was sued in Dallas,  Texas by  Lawfinders,  Inc.
("Lawfinders"),  a competitor of the Company, which alleged that the Company had
misappropriated   Lawfinders's   proprietary   information.   Lawfinders  sought
injuctive relief and unspecified damages

Commencing  in the  summer of 1997 and ending in early  1998,  the  Company  was
engaged in discussions  with Lawfinders about a possible  business  combination.
Those discussions failed to produce an agreement between the parties.

Lawfinders  commenced  suit in state court and obtained a temporary  restraining
order  restraining the Company from engaging in certain  practices in connection
with its appellate  brief  business.  The Company  removed the action to federal
court and, on November 4, 1998,  after  consideration  of the  evidence  and the
parties' briefs, the federal court dissolved the temporary restraining order and
found that because it is unlikely  that  Lawfinders  would be  successful on the
merits of its action, denied Lawfinders a preliminary injunction.

The Company believes that it will prevail in the litigation, should it continue.
The Company's  also  believes that its costs of defending the action,  including
attorneys'  fees,  are  covered by the  Company's  general  liability  insurance
carrier  and the  Company  believes  that  all  future  costs of  defending  the
litigation, if any, will be similarly covered.

SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             LEGAL RESEARCH CENTER, INC.

Dated: May 12, 1999                      By: /s/ Christopher R. Ljungkull
                                             -----------------------------
                                             Christopher R. Ljungkull
                                             Chief Executive Officer

<PAGE>

                                  NEWS RELEASE

Media Contacts:   Christopher Ljungkull              Daryn Teague
                  Legal Research Center              Teague Communications
                  (800) 776-9377                     (661) 297-5292
                  [email protected]                       [email protected]

Legal Research Center Announces First Quarter
1999 Revenues Increased by 84%

Minneapolis - 30 April 99 - Legal Research Center,  Inc. (OTC: LRCI), one of the
nation's leading  providers of outsourced  legal research and writing  services,
today reported its results for the first quarter ended March 31, 1999.

     For the quarter,  revenues increased 84% to $820,000,  compared to $446,000
for the  first  quarter  of  1998.  EBITDA  (earnings  before  interest,  taxes,
depreciation and  amortization)  were $114,345 for the first quarter or $.05 per
share.  Net income was  $79,000,  or $.03 per share,  compared  to a net loss of
$104,000, or ($.05) per share in the prior year's period.

     According to Christopher  Ljungkull,  Chief Executive  Officer of LRC, "The
net profit posted in the first quarter was accomplished by three factors. First,
we  generated  substantially  more revenue in the quarter by focusing all of our
energies on our core  business of legal  research and writing  services - and we
expect  continued  growth.  Second,  we were able to maintain a gross  margin in
excess of 50 percent for the quarter. While a 52% gross margin is excellent,  we
believe it can be  increased  over  time.  Third,  we limited  the growth in the
company's  general and  administrative  expenses to just four percent  through a
very cautious downsizing of the company's infrastructure.  This process has been
extremely  successful  and we expect  the trend to  continue.  In 

<PAGE>

the last  three  quarters  we have  increased  revenue  165% over the same three
quarters a year ago,  and improved the bottom line from a loss of $.11 per share
to a profit of $.05 per share."

     "LRC's second quarter also looks very promising,"  said James Seidl,  LRC's
President.  "In  fact I  believe  the  growth  we're  experiencing  is just  the
beginning.  In my 21 years in this  business  I've  never  met  such  broad  and
enthusiastic receptivity for the services and products offered by LRC."

     LRC has been in the news recently with a series of announcements, including
a 4-year exclusive contract with the American Corporate Counsel  Association;  a
private investment by prominent Twin Cities investors Vance Opperman and Kenneth
Merrill;  and the  addition of Bruce Aho,  the former  President  and CEO of the
Quorum  Group,  to LRC's  Board  of  Directors.  Earlier  this  month,  LRC also
announced the introduction of an enhanced  appellate brief service that offers a
100% money-back  guarantee that the lawyer using the service will win his or her
case.

     Minneapolis-based Legal Research Center  (http://www.lrci.com) offers legal
research and writing  services to attorneys  in corporate  and private  practice
throughout   the  world.   Founded  in  1978,   LRC's  work   products   include
multijurisdictional  surveys, office memoranda, and formal court-ready documents
such as trial and appellate briefs,  prepared by a staff of highly  credentialed
attorneys,  carefully  selected  for their  research,  analytical,  writing  and
client-service  skills.  LRC's research  attorneys are honors graduates who have
practiced  law for at least two years,  and many for over 20, in major law firms
and corporate law departments throughout the United States.

#     #     #

<PAGE>

LEGAL RESEARCH CENTER, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

                                                           Three Months
                                                          Ended March 31,
                                                 -------------------------------
                                                      1999               1998
                                                 -------------------------------

Revenues                                         $   819,671        $   446,409
Operating (loss) income                               77,875           (106,355)
Net loss                                         $    79,024        $  (104,478)
Net loss per share                               $      0.03        $     (0.05)
Weighted average common and common
      equivalent shares outstanding                2,292,568          2,272,633


CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                     (unaudited)
                                                                      March 31,
                                                                         1999
                                                                     -----------
Current assets                                                       $ 1,097,114
Furniture & equipment, net                                                33,334
Other assets                                                             256,845
  Total assets                                                       $ 1,387,293

Current liabilities                                                  $   168,130
Long-term liabilities                                                    200,000
Stockholders' equity                                                   1,019,163
  Total liabilities and shareholders' equity                         $ 1,387,293

<PAGE>

Media Contacts:
Christopher Ljungkull, CEO               Daryn Teague
Legal Research Center, Inc.              Teague Communications
800.776.9377 or [email protected]             (805) 297-5292 or [email protected]


Legal Research  Center  Announces  Private  Investment  from Kenneth Merrill and
Vance Opperman

MINNEAPOLIS  -- February  25, 1999 -- Legal  Research  Center,  Inc.  (OTC:LRCI)
announced  today  that it  secured a private  investment  in 1998 for  increased
marketing,  sales and expansion  activities from prominent Twin Cities investors
Kenneth  Merrill  and Vance  Opperman.  The  company  stated the  financing  was
structured as convertible debt.

     Vance Opperman,  president of Key Investment,  commented,  "One of the more
interesting  trends in law practice  management today is strategic  outsourcing.
While still in its infancy,  outsourced  legal research is rich with opportunity
and growth  potential.  Committed to service  excellence and  innovation,  Legal
Research Center is leading the way in this small but growing market niche."

     The company recently  announced a record 15% third quarter profit and a 93%
increase in third quarter revenues.  According to Christopher Ljungkull,  CEO of
Legal Research Center (LRC),  "We are  aggressively  expanding our marketing and
sales  activities to  capitalize on our  profession's  growing  receptivity  for
outsourced  legal  research.  This infusion of capital helps LRC expand its core
research business and leverage our unique collection of strategic  alliances and
client-partnering relationships."

     Kenneth  Merrill is founder  and  former  Chairman  of the Board of Merrill
Corporation,  a leading  financial  printing  and document  management  business
headquartered   in  St.  Paul.   Vance   Opperman  is   President   and  CEO  of
Minneapolis-based  Key Investment,  Inc. and former 

<PAGE>

President of West Publishing Company of Eagan.

     According to James Seidl,  president of LRC, "The support and encouragement
received from these two business leaders have been very gratifying.  Fortune 100
companies  and  prestigious  national  law  firms are  discovering  the value of
outsourcing  their research to LRC. This investment will help us spread the word
that LRC delivers a better way to research the law."

     Minneapolis-based Legal Research Center (http://www.lrci.com), offers legal
research and writing  services to attorneys  in corporate  and private  practice
throughout the world.  Founded in 1978, LRC's work products  include  electronic
knowledgebases and  multijurisdictional  surveys,  office memoranda,  and formal
court-ready documents such as trial and appellate briefs, prepared by a staff of
highly   credentialed   attorneys,   carefully   selected  for  their  research,
analytical,  writing and  client-service  skills.  LRC's research  attorneys are
honors  graduates who have  practiced  law for at least two years,  and some for
over twenty,  in major law firms and corporate law  departments  throughout  the
U.S.


<PAGE>

FOR IMMEDIATE RELEASE

March 4, 1999

Media Contacts:
Christopher Ljungkull, CEO              Daryn Teague
Legal Research Center, Inc.             Teague Communications
800.776.9377                            805.297.5292
[email protected]                            [email protected]


                     BRUCE AHO JOINS LEGAL RESEARCH CENTER'S
                               BOARD OF DIRECTORS

MINNEAPOLIS,  MN.  Legal  Research  Center,  Inc.  (LRCI)  announced  today that
prominent  Minneapolis  businessman  Bruce  J.  Aho has  joined  LRC's  Board of
Directors.  He joins current LRC board members Arun Dube,  Christopher Ljungkull
and James Seidl.

Bruce  Aho is the  former  President  and CEO of the  Quorum  Group,  one of the
largest  suppliers of litigation  support  document  management  services in the
country.  In 1991, Aho led a group of investors that purchased Quorum Litigation
Services  from  Minneapolis-based  Control Data,  creating the Quorum Group.  As
President  and CEO,  Aho  directed  the rapid  geographic  expansion of Quorum's
business  operations,  resulting in the opening of offices in over a dozen major
U.S.  cities as well as London and Manila.  During this  period,  Quorum added a
lawyer,  paralegal and legal secretarial staffing division and expanded into the
image scanning services business.  Under Aho's leadership,  Quorum increased its
annual  revenue by 400% during the period from 1991 to 1997.  Lanier  Worldwide,
Inc., a subsidiary of the Harris  Corporation,  acquired the private  company in
1997.

Christopher  Ljungkull,  LRC's  CEO,  stated,  "Bruce  Aho is known in the legal
service  industry for his remarkable  success at Quorum.  His sales ingenuity as
well as his passion for excellence,  innovation,  and business growth are traits
he intends to share with LRC as a very active board member. We are truly honored
by his decision to join LRC's board."

Since retiring from Quorum in 1998, Aho has studied the legal research industry,
LRC and its potential for growth.  He commented,  "Outsourced  legal research is
one of the few remaining frontiers in the business of law. The opportunities for
innovation and growth are considerable.  As the recognized  industry leader, LRC
is well  positioned  for  aggressive  expansion,  sustained  profitability,  and
continued core business revenue growth. I look forward to actively participating
in LRC's expansion plans in the months ahead."

Minneapolis-based  Legal  Research  Center  (http://www.lrci.com),  offers legal
research and writing  services to attorneys  in corporate  and private  practice
throughout the world.  Founded in 1978, LRC's work products  include  electronic
knowledgebases and  multijurisdictional  surveys,  office memoranda,  and formal
court-ready documents such as trial and appellate briefs, prepared by a staff of
highly   credentialed   attorneys,   carefully   selected  for  their  research,
analytical,  writing and  client-service  skills.  LRC's research  attorneys are
honors  graduates who have  practiced  law for at least two years,  and some for
over twenty,  in major law firms and corporate law  departments  throughout  the
United States.


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THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM QUARTER
ENDED MARCH 31, 1999  FINANCIAL  STATEMENTS  AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
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