SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: Commission file number:
SEPTEMBER 30, 1997 0-23488
CIBER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-2046833
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, CO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Telephone Number: (303) 220-0100
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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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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As of September 30, 1997, there were 21,056,348 shares of the Registrant's
common stock ($0.01 par value) outstanding.
CIBER, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Consolidated Statements of Operations
Three months ended September 30, 1997 and 1996 3
Consolidated Balance Sheets
September 30, 1997 and June 30, 1997 4
Consolidated Statements of Cash Flows
Three months ended September 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION 11
SIGNATURES 11
2
CIBER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------
IN THOUSANDS, EXCEPT PER SHARE DATA 1996(1) 1997
------- -------
Consulting services $54,562 $82,148
Product sales 9,564 12,391
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Total revenues 64,126 94,539
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Cost of consulting services 36,728 53,167
Cost of product sales 8,135 10,587
Selling, general and administrative expenses 13,343 19,740
Amortization of intangible assets 522 938
Merger costs 622 614
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Operating income 4,776 9,493
Interest and other income 252 303
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Income before income taxes 5,028 9,796
Income tax expense 2,836 4,017
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Net income $ 2,192 $ 5,779
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Pro forma information (Note 1):
Historical net income $ 2,192 $ 5,779
Pro forma adjustment to income tax expense 729 (129)
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Pro forma net income $ 2,921 $ 5,650
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------- -------
Pro forma income per share $ 0.14 $ 0.26
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Weighted average common and common
equivalent shares 20,425 22,040
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(1) Restated for poolings of interests through September 30, 1997 - See Note 2.
See accompanying notes to consolidated financial statements.
3
CIBER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, SEPTEMBER 30,
IN THOUSANDS, EXCEPT SHARE DATA 1997(1) 1997
-------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 24,246 $ 29,102
Marketable securities 1,205 -
Accounts receivable 53,839 67,593
Inventories 917 989
Prepaid expenses and other assets 1,801 2,044
Income taxes recoverable - 2,398
Deferred income taxes 4,160 -
-------- --------
Total current assets 86,168 102,126
-------- --------
Property and equipment, at cost 10,416 12,389
Less accumulated depreciation and amortization (4,859) (5,958)
-------- --------
Net property and equipment 5,557 6,431
-------- --------
Intangible assets, net 34,383 33,565
Deferred income taxes 1,112 1,230
Other assets 1,201 1,334
-------- --------
Total assets $128,421 $144,686
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-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 652 $ -
Trade payables 4,138 6,263
Accrued compensation and payroll taxes 10,560 17,001
Other accrued expenses and liabilities 5,759 6,674
Income taxes payable 1,723 -
Deferred income taxes - 1,159
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Total current liabilities 22,832 31,097
Long-term acquisition costs payable 100 -
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Total liabilities 22,932 31,097
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Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, no shares issued - -
Common stock, $0.01 par value, 40,000,000 shares
authorized, 20,419,000 and 21,056,000 shares issued
and outstanding 204 211
Additional paid-in capital 68,660 72,900
Retained earnings 36,625 40,478
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Total shareholders' equity 105,489 113,589
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Total liabilities and shareholders' equity $128,421 $144,686
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-------- --------
(1) Restated for poolings of interests through September 30, 1997 - See Note 2.
See accompanying notes to consolidated financial statements.
4
CIBER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
IN THOUSANDS 1996(1) 1997
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OPERATING ACTIVITIES:
Net income $ 2,192 $ 5,779
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 839 1,687
Deferred income taxes 926 (3)
Other 19 12
Changes in operating assets and liabilities,
net of the effects of acquisitions:
Accounts receivable (770) (8,936)
Inventories (298) (72)
Other current and long-term assets (476) (417)
Trade payables 1,249 490
Accrued compensation and payroll taxes 3,911 5,124
Other accrued expenses and liabilities (374) 762
Income taxes recoverable or payable 1,349 2,180
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Net cash provided by operating activities 8,567 6,606
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INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (4,980) -
Purchases of property and equipment (457) (1,601)
Purchases of marketable securities (9) -
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Net cash used in investing activities (5,446) (1,601)
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FINANCING ACTIVITIES:
Proceeds from sales of common stock, net 574 1,466
Net payments on bank lines of credit - (435)
Payments on notes payable - (652)
Distributions by merged company (146) (528)
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Net cash provided by (used in) financing
activities 428 (149)
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Net increase in cash and cash equivalents 3,549 4,856
Cash and cash equivalents, beginning of period 19,638 24,246
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Cash and cash equivalents, end of period $23,187 $29,102
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(1) Restated for poolings of interests through September 30, 1997- See Note 2.
See accompanying notes to consolidated financial statements.
5
CIBER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements of CIBER, Inc. and
subsidiaries ("CIBER" or the "Company") have been prepared without audit.
Certain information and note disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. These consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997. In the opinion of management, these unaudited
consolidated financial statements include all adjustments necessary for a fair
presentation of the financial position and results of operations for the
periods presented.
Pro forma net income has been presented because certain companies, which have
merged with CIBER in business combinations accounted for as poolings of
interests, were S corporations and generally not subject to income taxes.
Accordingly, no provision for income taxes has been included in the
consolidated financial statements for the operations of these companies prior
to their merger with CIBER. The pro forma adjustment to income taxes has been
computed as if the merged companies had been taxable entities subject to income
taxes for all periods prior to their merger with CIBER at the marginal rates
applicable in such periods. In addition, the pro forma adjustment to income tax
expense has been affected to exclude the one-time tax expense or benefit
resulting from changes in the tax status of these merged companies.
Pro forma income per share is computed on the basis of the weighted average
number of common and common equivalent shares outstanding during the period.
Common equivalent shares of 1,179,000 and 1,391,000 for the three months ended
September 30, 1997 and 1996, respectively, consist of stock options, determined
using the treasury stock method. The computation of weighted average common
and common equivalent shares includes the shares and options issued in
connection with business combinations accounted for as a pooling of interests
as if they had been outstanding for all periods prior to the merger.
(2) POOLINGS OF INTERESTS
From July 1, 1997 to September 30, 1997, the following companies have merged
with CIBER in business combinations accounted for as poolings of interests:
SOFTWAREXPRESS, INC. D/B/A RELIANT INTEGRATION SERVICES, INC. ("RELIANT") - On
August 21, 1997, the Company issued 591,638 shares of its common stock and
assumed all of Reliant's liabilities in exchange for all of the assets of
Reliant. Reliant, located in Menlo Park, California, provided network
integration services and equipment, and has become part of the Company's
subsidiary, CIBER Network Services, Inc. The Company's consolidated financial
statements have been restated for all periods prior to the merger to include
the results of operations, financial position, and cash flows of Reliant.
Revenues, net income, and pro forma net income of CIBER and of Reliant, prior
to its merger with CIBER, and on a combined basis, were (in thousands):
CIBER RELIANT COMBINED
-------- ------- --------
YEAR ENDED JUNE 30, 1997
Revenues $262,274 $35,536 $297,810
Net income 14,625 1,801 16,426
Pro forma net income 15,933 1,086 17,019
YEAR ENDED JUNE 30, 1996
Revenues $187,653 $30,299 $217,952
Net income 10,007 880 10,887
Pro forma net income 9,228 528 9,756
6
KCM COMPUTER CONSULTING, INC. ("KCM") - On July 18, 1997, the Company issued
430,850 shares of its common stock in exchange for all of the outstanding
common stock of KCM. KCM, located in Calverton, Maryland, provides consulting
services similar to the CIS Division of CIBER. The effects of this merger on
the Company's revenues, pro forma net income and pro forma income per share
would not have been material. As a result, the Company's historical financial
statements have not been restated for this business combination.
(3) SHAREHOLDERS' EQUITY
Changes in shareholder's equity during the three months ended September 30,
1997 were (in thousands):
Common stock Additional Total
---------------- paid-in Retained shareholders'
Shares Amount capital earnings equity
------ ------ --------- -------- -------------
BALANCES AT JULY 1, 1997, AS RESTATED (SEE NOTE 2) 20,419 $204 $68,660 $36,625 $105,489
Employee stock purchases and options exercised 182 2 1,464 - 1,466
Merger with KCM 431 5 - 1,290 1,295
Acquisition 24 - 100 - 100
Tax benefit from exercise of stock options - - 1,346 - 1,346
Termination of S corporation tax status of merged company - - 1,318 (1,318) -
Compensation expense related to stock and stock options - - 12 - 12
Net income - - - 5,779 5,779
Distributions by merged company - - - (1,898) (1,898)
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BALANCES AT SEPTEMBER 30, 1997 21,056 $211 $72,900 $40,478 $113,589
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(4) SUBSEQUENT EVENTS
Subsequent to September 30, 1997, the Company completed the following two
business combinations:
THE CONSTELL GROUP, INC. ("CONSTELL") - On October 24, 1997, Constell merged
with CIBER in a business combination to be accounted for as a pooling of
interests. The Company issued 250,000 shares of its common stock in exchange
for all of the outstanding common stock of Constell. Constell, headquartered in
Elmwood Park, New Jersey, provides consulting services similar to the CIS
Division of CIBER and CIBER's subsidiary, Spectrum Technology Group, Inc.. The
accompanying consolidated financial statements have not been restated for the
Constell merger. The Company's consolidated financial statements issued in the
future will be restated to include the results of operations, financial
position, and cash flows of Constell.
BAILEY & QUINN, INC. ("BQI") - On October 22, 1997, BQI merged with CIBER in a
business combination to be accounted for as a pooling of interests. The
Company issued approximately 77,000 shares of its common stock and assumed all
of BQI's liabilities in exchange for all of the assets of BQI. BQI, located in
Norcross, Georgia, provided consulting services similar to the CIS Division of
CIBER. The effects of this merger on the Company's pro forma net income and
pro forma income per share is not expected to be material. As a result,
management does not intend to restate the Company's historical financial
statements for this business combination.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE HEREIN. WITH THE EXCEPTION OF
HISTORICAL MATTERS AND STATEMENTS OF CURRENT STATUS, CERTAIN MATTERS DISCUSSED
BELOW ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM TARGETS
OR PROJECTED RESULTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE, AMONG OTHERS, GROWTH THROUGH BUSINESS COMBINATIONS AND
INTERNAL EXPANSION, THE COMPANY'S ABILITY TO ATTRACT AND RETAIN QUALIFIED
CONSULTANTS, DEPENDENCE ON SIGNIFICANT RELATIONSHIPS AND THE ABSENCE OF LONG-
TERM CONTRACTS, MANAGEMENT OF A LARGE AND RAPIDLY GROWING BUSINESS, PROJECT
RISKS, PRICING AND MARGIN PRESSURES, AND COMPETITION. MANY OF THESE FACTORS ARE
BEYOND THE COMPANY'S ABILITY TO PREDICT OR CONTROL. PLEASE REFER TO A
DISCUSSION OF THESE AND OTHER FACTORS IN THE COMPANY'S ANNUAL REPORT ON FORM
10-K AND OTHER SECURITIES AND EXCHANGE COMMISSION FILINGS. THE COMPANY
DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY SUCH FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE. IN ADDITION, AS A RESULT OF THESE AND OTHER FACTORS, THE COMPANY'S
PAST FINANCIAL PERFORMANCE SHOULD NOT BE RELIED ON AS AN INDICATION OF FUTURE
PERFORMANCE.
OVERVIEW
The Company's revenues are generated from two areas, the CIBER Information
Services ("CIS") Division and CIBER's Solutions Consulting Group ("CIBER
Solutions"). The CIS Division accounted for approximately 63% of the
Company's total revenues in fiscal 1997, while CIBER Solutions accounted for
the remainder. The CIS Division provides application software development
and maintenance services and, through its CIBR2000 Division, millenium date
change solutions. CIBER Solutions is comprised of the Company's wholly-owned
subsidiaries, Spectrum Technology Group, Inc. ("Spectrum"), Business
Information Technology, Inc. ("BIT") and CIBER Network Services, Inc.
("CNSI"). Spectrum provides information technology consulting solutions to
business problems, specifically in the areas of data warehousing, data
modeling and enterprise architecture, as well as project management and
systems integration services. BIT specializes in the implementation and
integration of human resource and financial software application products,
plus workflow automation and manufacturing/distribution software systems,
primarily for client/server networks. CNSI provides a wide range of
local-area and wide-area network solutions, from design and procurement to
installation and maintenance with services including Internet and intranet
connectivity. A large portion of CNSI's revenues are derived from sales of
computer networking equipment ("product sales").
BUSINESS COMBINATIONS
The Company has grown significantly through mergers and acquisitions as well as
through internal growth. Growth in revenues from internal operations ("organic
growth") was approximately 26% in fiscal 1997. For purposes of this report,
the term "acquisition" refers to business combinations accounted for as a
purchase and the term "merger" refers to business combinations accounted for as
a pooling of interests. The Company's acquisitions involve the capitalization
of intangible assets, which intangible assets are generally amortized over
periods of up to 15 years for financial reporting purposes. The Company's
consolidated financial statements include the results of operations of an
acquired business since the date of acquisition. Mergers result in a one-time
charge in the period in which the transaction is completed for costs associated
with the business combination. The Company's consolidated financial statements
are restated for all periods prior to a merger to include the results of
operations, financial position and cash flows of the merged company. In
addition, selling, general and administrative expenses may vary as a percentage
of revenues depending on the fluctuations in the selling, general and
administrative expenses of merged companies, if any, during any given period.
From July 1, 1997 to September 30, 1997, the following companies have merged
with CIBER in business combinations accounted for as poolings of interests.
8
SOFTWAREXPRESS, INC. D/B/A RELIANT INTEGRATION SERVICES, INC. ("RELIANT") - On
August 21, 1997, the Company issued 591,638 shares of its common stock and
assumed all of Reliant's liabilities in exchange for all of the assets of
Reliant. Reliant, located in Menlo Park, California, provided network
integration services and equipment, and has become part of the Company's
subsidiary, CNSI. The Company's consolidated financial statements have been
restated for all periods prior to the merger to include the results of
operations, financial position, and cash flows of Reliant.
KCM COMPUTER CONSULTING, INC. ("KCM") - On July 18, 1997, the Company issued
430,850 shares of its common stock in exchange for all of the outstanding
common stock of KCM. KCM, located in Calverton, Maryland, provides consulting
services similar to the CIS Division of CIBER. The effects of this merger on
the Company's revenues, pro forma net income and pro forma income per share
would not have been material. As a result, the Company's historical financial
statements have not been restated for this business combination.
THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1996
The Company's total revenues for the three months ended September 30, 1997
increased 47% to $94.5 million from $64.1 million for the quarter ended
September 30, 1996. For the three months ended September 30, 1997, CIS
revenues increased 44% to $59.0 million from $40.9 million for the same quarter
of last year and CIBER Solutions revenues increased 53% to $35.5 million from
$23.2 million for the same quarter of last year. Included in CIBER Solutions
revenues, are CNSI's product sales, which increased 30% to $12.4 million for
the three months ended September 30, 1997 from $9.6 million for the same
quarter last year. CIS revenues accounted for 62.4% and 63.8% of total
revenues for the three months ended September 30, 1997 and 1996, respectively.
The increase in the Company's CIS revenues was derived primarily from increases
in hours billed and, to a lesser extent, an increase in average billing rates.
CIBER Solutions revenues increased by approximately $8.4 million due to the
acquisitions of DTA and CNSI. The remaining increase in CIBER Solutions
revenues is primarily due to increased volume of customers implementing
PeopleSoft, Inc. software, and to a lesser extent, increases in other
consulting services and increases in billing rates.
Gross margin increased 60% to $30.8 million (32.6% of revenues) for the three
months ended September 30, 1997 from $19.3 million (30.0% of revenues) for the
same quarter of last year. This improvement is due to greater CIBER Solutions
service revenues as a percentage of total revenues and due to improved pricing.
Selling, general and administrative expenses increased 48% to $19.7 (20.9% of
revenues) for the three months ended September 30, 1997 from $13.3 million
(20.8% of revenues) for the same quarter last year.
Amortization of intangible assets increased 80% to $938,000 for the three
months ended September 30, 1997 from $522,000 for same quarter last year. This
increase was primarily due to the acquisitions of DTA, CNSI and Spectrum NT in
fiscal 1997.
Merger costs, primarily transaction closing costs, of $614,000 were incurred
during the three months ended September 1997 related to the mergers of Reliant
and KCM with CIBER. Merger costs of $622,000 incurred during the three months
ended September 30, 1996 related to the merger of Spectrum with CIBER.
After the pro forma adjustment to income tax expense, the Company's pro forma
effective tax rates for the three months ended September 30, 1997 and 1996 were
42.3% and 41.9%, respectively. The pro forma adjustment to income tax expense
reflects the exclusion of the one-time income tax effects related to changes in
the tax status of certain merged companies and imputes income tax expense for S
corporation operations which were not subject to income taxes. The pro forma
effective tax rates are higher than the Company's "normal" effective tax rates
primarily due to non-deductible merger costs incurred in both periods.
The Company's pro forma net income increased 93% to $5.7 million (6.0% of
revenues) for the three months ended September 30, 1997 from $2.9 million (4.6%
of revenues) for the quarter ended September 30, 1996.
9
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $29.1 million and a current ratio
of 3.3:1 at September 30, 1997. It had total liabilities of $31.1 million
versus total shareholders' equity of $113.6 million. At September 30, 1997 the
Company had no outstanding borrowing under its bank revolving line of credit
and had no long-term debt. Net cash provided by operating activities was $6.6
million and $8.6 million for the three months ended September 30, 1997 and
1996, respectively. This decrease is primarily due to an increase in the
Company's accounts receivable. Accounts receivable days sales outstanding
("DSO") was 65 days at September 30, 1997 as compared to 57 days at June 30,
1997, which increase management believes is normal and due to seasonality.
Investing activities used cash of $1.6 million and $5.4 million during the
three months ended September 30, 1997 and 1996, respectively. During the
three months ended September 30, 1997, the Company used $1.6 million to
purchase property and equipment, while during the three months ended September
30, 1996, the Company used $5.0 million in connection with the acquisitions of
Spectrum NT.
Financing activities used cash of $149,000 during the three months ended
September 30, 1997, while providing cash of $428,000 during the three months
ended September 30, 1996. The Company obtained net cash proceeds from sales of
common stock of $1.5 million and $574,000, during the three months ended
September 30, 1997, and 1996, respectively. In connection with the mergers of
Reliant and KCM with CIBER in fiscal 1998, the Company paid-off the bank line
of credit and notes payable of these merged companies.
The Company has a $20 million unsecured revolving line of credit with a bank
that expires in December 1997. Outstanding borrowings bear interest at the
three month London Interbank Offered Rate ("LIBOR") plus 2%. The Company
expects to be able to renew this line of credit on similar terms.
The Company's subsidiary, CNSI, has $5.0 million of inventory financing lines
of credit with financial corporations. Amounts outstanding under these lines
of credit, which totaled approximately $2.8 million at September 30, 1997, are
included in accounts payable on the Company's balance sheet.
RECENT ACCOUNTING PRONOUNCEMENTS
For the quarter ended December 31, 1997, the Company will be required to adopt
Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS
128"). SFAS 128 requires the restatement of all prior-period earnings per
share ("EPS") data. SFAS 128 replaces the presentation of primary EPS, with a
presentation of basic EPS and diluted EPS. Under SFAS 128, basic EPS excludes
dilution for common stock equivalents and is computed by dividing income
available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Upon adopting SFAS 128,
the Company's diluted EPS will be the same as the income per share as currently
reported by the Company while the Company's basic EPS will be greater than the
income per share as currently reported.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27.1 - Financial Data Schedule
A Report on Form 8-K was filed on July 21, 1997 that announced the merger
of KCM Computer Consulting, Inc. with the Company.
A Report on Form 8-K was filed on August 28, 1997 that announced the
merger of SoftwarExpress, Inc. d/b/a Reliant Integration Services, Inc.
with the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
CIBER, INC.
(Registrant)
Date November 11, 1997 By /s/ Mac J. Slingerlend
-------------------------------------
Mac J. Slingerlend
President and Chief Operating Officer
Date November 11, 1997 By /s/ Richard A. Montoni
-------------------------------------
Richard A. Montoni
Executive Vice President/Chief
Financial Officer
11