-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E29AeFCNf1TI+2m7Dd9/JJWzQIFojO3sxMEFwSeKEX8QJRIw/l/tLtJQRWhSv3I8 SAm4aWP/pt1W/9iFTN3Gvw== 0001005477-00-002914.txt : 20000406 0001005477-00-002914.hdr.sgml : 20000406 ACCESSION NUMBER: 0001005477-00-002914 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000229 FILED AS OF DATE: 20000405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDING LAWSON ASSOCIATES GROUP INC CENTRAL INDEX KEY: 0000818968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 680132062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16169 FILM NUMBER: 594129 BUSINESS ADDRESS: STREET 1: 707 17TH ST STREET 2: STE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032936100 MAIL ADDRESS: STREET 1: 707 17TH ST STREET 2: STE 2400 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: HARDING ASSOCIATES INC DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 29, 2000 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 0-16169 HARDING LAWSON ASSOCIATES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 68-0132062 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 707 17th Street, Suite 2400 Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 293-6100 Indicate by check mark whether the registrant (1) has filed all reports required 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 |_| At April 3, 2000, the registrant had issued and outstanding an aggregate of 5,100,996 shares of its common stock. INDEX HARDING LAWSON ASSOCIATES GROUP, INC. Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets - February 29, 2000 (Unaudited) and May 31, 1999.....................3 Condensed Consolidated Statements of Income - Three and Nine Months Ended February 29, 2000 and February 28, 1999 (Unaudited)..................................4 Condensed Consolidated Statements of Cash Flows - Nine Months Ended February 29, 2000 and February 28, 1999 (Unaudited)......................................5 Notes to Condensed Consolidated Financial Statements February 29, 2000 (Unaudited)......................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K..................................12 SIGNATURES ...........................................................13 INDEX TO EXHIBITS ...........................................................14 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS HARDING LAWSON ASSOCIATES GROUP, INC. Condensed Consolidated Balance Sheets (In thousands, except share data)
- ---------------------------------------------------------------------------------------------------------------- February 29, 2000 May 31, 1999 - ---------------------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $17,100 $17,108 Investments - rabbi trust 2,301 3,629 Accounts receivable 33,689 30,443 Unbilled work in progress 9,578 15,685 Less allowances for receivables and unbilled work (2,697) (2,464) Prepaid expenses 1,129 1,282 Deferred income taxes 2,153 5,017 - ---------------------------------------------------------------------------------------------------------------- Total current assets 63,253 70,700 - ---------------------------------------------------------------------------------------------------------------- Equipment 27,050 27,947 Less accumulated depreciation (22,073) (22,056) - ---------------------------------------------------------------------------------------------------------------- Net equipment 4,977 5,891 - ---------------------------------------------------------------------------------------------------------------- Deposits and other assets 10,465 10,550 - ---------------------------------------------------------------------------------------------------------------- Total assets $78,695 $87,141 ================================================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $4,437 $9,290 Accrued expenses 4,236 10,558 Accrued compensation 7,733 7,967 Deferred compensation - rabbi trust 2,918 4,236 Billings in excess of costs and estimated earnings on uncompleted contracts 5,520 4,558 Income taxes payable 15 1,394 - ---------------------------------------------------------------------------------------------------------------- Total current liabilities 24,859 38,003 - ---------------------------------------------------------------------------------------------------------------- Other liabilities 1,578 1,635 - ---------------------------------------------------------------------------------------------------------------- Total liabilities 26,437 39,638 - ---------------------------------------------------------------------------------------------------------------- Commitments and contingencies Minority interest in subsidiaries 48 - ---------------------------------------------------------------------------------------------------------------- Shareholders' equity: Preferred stock, $0.01 par value; authorized 1,000,000 shares; none issued and outstanding Common stock, $0.01 par value; authorized 10,000,000 shares; issued 5,092,996 and 4,963,336 at February 29, 2000 and May 31, 1999, respectively 51 50 Additional paid-in capital 18,935 18,066 Stockholder note receivable (243) (243) Rabbi trust shares, 77,101 and 70,354 at February 29, 2000 and May 31, 1999, respectively (619) (607) Retained earnings 34,134 30,189 - ---------------------------------------------------------------------------------------------------------------- Total shareholders' equity 52,258 47,455 - ---------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $78,695 $87,141 ================================================================================================================
The accompanying notes are an integral part of these financial statements. 3 HARDING LAWSON ASSOCIATES GROUP, INC. Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------- Three Months Ended Nine Months Ended February 29/28, February 29/28, 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------- Gross revenue $40,562 $41,326 $128,317 $121,466 Less: Cost of outside services 14,831 15,031 44,535 40,693 - ------------------------------------------------------------------------------------------------------------------- Net revenue 25,731 26,295 83,782 80,773 - ------------------------------------------------------------------------------------------------------------------- Costs and expenses: Payroll and benefits 17,478 18,148 57,626 55,771 General expenses 6,234 7,594 19,624 22,683 - ------------------------------------------------------------------------------------------------------------------- Total costs and expenses 23,712 25,742 77,250 78,454 - ------------------------------------------------------------------------------------------------------------------- Operating income 2,019 553 6,532 2,319 Interest income, net 80 130 294 349 - ------------------------------------------------------------------------------------------------------------------- Income before income taxes and minority interest 2,099 683 6,826 2,668 Provision for income taxes 868 287 2,868 1,123 Minority interest (18) 8 (21) - ------------------------------------------------------------------------------------------------------------------- Net income $1,231 $414 $3,950 $1,566 =================================================================================================================== Basic net income per share $0.25 $0.09 $0.79 $0.32 =================================================================================================================== Shares used in computing basic net income per share 5,004 4,815 4,984 4,844 =================================================================================================================== Diluted net income per share $0.24 $0.09 $0.77 $0.32 =================================================================================================================== Shares used in computing diluted net income per share 5,145 4,830 5,150 4,890 ===================================================================================================================
The accompanying notes are an integral part of these financial statements. 4 HARDING LAWSON ASSOCIATES GROUP, INC. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------- Nine Months Ended February 29/28, 2000 1999 - ------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $3,950 $1,566 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,315 2,426 Net decrease (increase) in current assets 5,748 (2,633) Net (decrease) increase in current liabilities (10,716) 1,185 Other, net (880) (200) - ------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 417 2,344 - ------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Purchase of equipment, net (1,779) (1,460) Sale of Australian operations 484 Investment in acquisition (1,020) - ------------------------------------------------------------------------------------------------------------------- Net cash used in investment activities (1,295) (2,480) - ------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Proceeds from sale of stock 870 280 Repurchase of common stock (2,702) - ------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 870 (2,422) - ------------------------------------------------------------------------------------------------------------------- Net decrease in cash and cash equivalents (8) (2,558) Cash and cash equivalents at beginning of period 17,108 15,118 - ------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $17,100 $12,560 ===================================================================================================================
The accompanying notes are an integral part of these financial statements. 5 HARDING LAWSON ASSOCIATES GROUP, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) February 29, 2000 NOTE 1: BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared without audit by Harding Lawson Associates Group, Inc. (the "Company") in accordance with generally accepted accounting principles for interim financial statements and pursuant to the rules of the Securities and Exchange Commission for Form 10-Q. Certain information and footnotes required by generally accepted accounting principles for complete financial statements have been omitted. It is the opinion of management that all adjustments considered necessary for a fair presentation have been included, and that all such adjustments are of a normal and recurring nature. For further information, refer to the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1999. Reclassification of certain balances from the prior fiscal year have been made to conform to the February 29, 2000 presentation. NOTE 2: COMMITMENTS AND CONTINGENCIES The Company is currently subject to certain claims and lawsuits arising in the ordinary course of its business. In the opinion of management, adequate provision has been made for all known liabilities that are currently expected to result from these claims and lawsuits, and in the aggregate such claims are not expected to have a material effect on the financial position of the Company. The estimates used in establishing these provisions could differ from actual results. Should these estimates change significantly, the effect on operations for any quarterly or annual reporting period could be material. NOTE 3: COMPREHENSIVE INCOME Comprehensive income (in thousands) for the nine months ending February 29/28 is as follows: - -------------------------------------------------------------------------------- Nine Months Ending February 29/28, 2000 1999 - -------------------------------------------------------------------------------- Net income $3,950 $1,566 Foreign currency translation adjustment (5) (50) - -------------------------------------------------------------------------------- Comprehensive income $3,945 $1,516 - -------------------------------------------------------------------------------- NOTE 4: RESTRUCTURING CHARGES During May, 1999, the Company recorded charges of $4,383,000 for i) anticipated losses associated with the planned disposal of its investments in its Australian and Mexican operations; such investments were written down to their anticipated net realizable value ($2,154,000), ii) severance and other costs associated with the corporate reorganization and corporate office relocation ($2,029,000), and iii) the writedown of goodwill associated with the Company's acquisition of EEC Environmental, Inc. in 1993 ($200,000). As of February 29, 2000 and May 31, 1999, the accompanying consolidated financial statements reflect $0 and $2,768,000 in accrued expenses, respectively, in connection with the restructuring charges. The Company now considers the restructuring complete and expects to incur no further charges. 6 NOTE 5: SEGMENT INFORMATION The Company has determined that the services provided by the Company represent one reportable segment. At the end of fiscal 1999, the Company formally merged its primary domestic operating divisions into a single operating Company. The table below presents information (in thousands) about net revenue from external customers attributable to the Company's country of domicile and attributable to all foreign countries. The method for attributing net revenues from particular countries is based on the location where the service was provided. The Company's foreign operations have been mainly in Australia, which were sold during the second quarter of fiscal 2000, and Mexico, which were discontinued during fiscal 1999. - -------------------------------------------------------------------------------- Three Months Ended Nine Months Ended February 29/28, February 29/28, 2000 1999 2000 1999 - -------------------------------------------------------------------------------- United States $25,731 $25,384 $82,032 $77,737 Australia/Mexico 911 1,750 3,036 - -------------------------------------------------------------------------------- Company Total $25,731 $26,295 $83,782 $80,773 - -------------------------------------------------------------------------------- The table below presents information about total assets attributable to the Company's country of domicile and attributable to all foreign countries (in thousands): - -------------------------------------------------------------------------------- February 29, May 31, 2000 1999 - -------------------------------------------------------------------------------- United States $78,695 $86,691 Australia 450 - -------------------------------------------------------------------------------- Company Total $78,695 $87,141 - -------------------------------------------------------------------------------- The amounts included for net revenue and total assets are based on the financial information used to produce these financial statements. NOTE 6: SUBSEQUENT EVENT Subsequent to the fiscal quarter ended February 29, 2000, the Company announced on March 24, 2000, that it had entered into an Agreement and Plan of Merger, dated as of March 23, 2000, by and among MACTEC, Inc., CETCAM Acquisition Corporation, a wholly owned subsidiary of MACTEC, and the Company. Under the terms of the Merger Agreement, the Company will become a wholly owned subsidiary of MACTEC through the merger of CETCAM with and into the Company and each share of common stock of the Company will be converted into the right to receive $11.50 per share in cash. The Agreement is subject to certain conditions, including obtaining the approval of the holders of at least the majority of the outstanding shares of common stock of the Company. 7 HARDING LAWSON ASSOCIATES GROUP, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Regarding Forward-Looking Statements The statements in this report that are forward-looking are based on current expectations, and actual results may differ materially. The forward-looking statements include those regarding the level of future purchases of fixed assets and the possible impact of current and future claims against the Company based upon negligence and other theories of liability. Forward-looking statements involve numerous risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the possibilities that the demand for the Company's services may decline as a result of possible changes in general and industry specific economic conditions and the effects of competitive services and pricing; one or more current or future claims made against the Company may result in substantial liabilities; and such other risks and uncertainties as are described in reports and other documents filed by the Company from time to time with the Securities and Exchange Commission. Results of Operations (In thousands, except per share data) The following table sets forth for the periods indicated, (i) the percentage that certain items in the condensed consolidated income statements of the Company bear to net revenues, and (ii) the percentage increase (decrease) in dollar amount of such items from year to year.
Percentage of Net Revenue Percentage Three Months Ended Nine Months Ended Increase (Decrease) February 29/28, February 29/28, February 29/28, Three Months Nine Months 2000 1999 2000 1999 2000 vs. 1999 2000 vs. 1999 ---- ---- ---- ---- ------------- ------------- Net revenue 100.0% 100.0% 100.0% 100.0% (2.1)% 3.7% Costs and expenses Payroll and benefits 67.9 69.0 68.8 69.0 (3.7) 3.3 General expenses 24.2 28.9 23.4 28.1 (17.9) (13.5) Operating income/margin 7.9 2.1 7.8 2.9 265.1 181.7 Interest income, net 0.3 0.5 0.3 0.4 (38.5) (15.8) Income before income taxes and minority interest 8.2 2.6 8.1 3.3 207.3 155.8 Provision for income taxes and minority interest 3.4 1.0 3.4 1.4 222.7 161.0 Net income 4.8 1.6 4.7 1.9 197.3 152.2
Third Quarter Comparison for Fiscal Years 2000 and 1999 Net revenue for the fiscal quarter ended February 29, 2000 totaled $25,731, a decrease of 2.1% from net revenue of $26,295 for the comparable quarter in the prior fiscal year. The decrease in net revenue for the quarter ended February 29, 2000 was attributable to a decrease of $1,811 or 13% in net revenue from domestic industrial clients and a decrease of $911 or 100% in net revenue from international operations, primarily due to the sale of the Australian operations during the second quarter of fiscal 2000. Net revenue was favorably impacted by an increase of $1,520 or 30% in net revenue from state and local government contracts and an increase of $638 or 11% in net revenue from federal government contracts. Net revenue from domestic industrial clients accounted for 49% of total net revenue for the current fiscal quarter compared to 55% for the prior fiscal quarter. Net revenue from federal government contracts accounted for 25% of total net revenue for the current fiscal quarter compared to 23% in the prior fiscal quarter. Net revenue from state and local government contracts was 26% of total net revenue for the 8 current fiscal quarter compared to 19% for the prior fiscal quarter. Net revenue from international operations was 0% of total net revenue for the current fiscal quarter compared to 3% in the prior fiscal quarter. Net revenue was unfavorably impacted during the third quarter of fiscal 2000 by the Company obtaining a lower rate per hour for services provided compared to the prior year due to the competitive environment of the industry. A portion of the services provided by the Company to its public sector clients are performed under a relatively small number of larger contracts compared to private sector clients. If the Company is unsuccessful in realizing the full potential of these contracts or winning new contracts, or if funding delays are experienced on previously awarded federal contracts, a material decline in revenue could result. Operating income for the third quarter of fiscal 2000 was $2,019, an increase of 265.1% from $553 for the same period in fiscal 1999. Operating margin increased to 8.2% of net revenue in the current quarter compared to 2.6% in the third quarter of fiscal 1999. The increase in operating income resulted from the favorable impact of the Company's restructuring which has resulted in reduced operating costs. The decrease in general expenses is due to reductions in administrative personnel, cost containment and lower rent and related office expenses due to office consolidations. The effective tax rate was 41% for the third quarter of fiscal 2000 and was 42% in the third quarter of the prior year. Net income for the quarter was $1,231 compared with $414 in the third quarter of fiscal 1999, an increase of 197.3%. Basic earnings per share were $0.25 on 5,004 basic weighted average shares outstanding compared to $0.09 per share on 4,815 basic weighted average shares outstanding in the same period last year. Diluted earnings per share were $0.24 on 5,145 diluted weighted average shares outstanding compared to $0.09 per share on 4,830 diluted weighted average shares outstanding in the same period last year. Nine Month Comparison for Fiscal Years 2000 and 1999 Net revenue for the nine months ended February 29, 2000 was $83,782, an increase of 3.7% from net revenue of $80,773 for the nine months ended February 28, 1999. The increase in net revenue during fiscal 2000 was attributable to an increase of $6,334 or 45% in net revenue from state and local government contracts reduced by a) $1,703 or a 4% decrease in net revenue from domestic industrial clients, b) $1,286 or a 42% decrease in net revenue from international operations, primarily due to the sale of the Australian operations during the second quarter of fiscal year 2000, and c) $336 or a 2% decrease in net revenue from federal contracts. Net revenue from domestic industrial clients accounted for 49% of total net revenue for the current fiscal year compared to 53% for the prior fiscal year. Net revenue from federal government contracts accounted for 25% of total net revenue for the current fiscal year compared to 26% in the prior fiscal year. Net revenue from state and local government contracts was 24% of total net revenue for the current fiscal quarter compared to 17% for the prior fiscal quarter. Net revenue from international operations was 2% of total net revenue for the current fiscal year compared to 4% in the prior fiscal quarter. During the first nine months of fiscal 2000, the Company also generated more chargeable hours than in the prior year but at a lower rate per hour for services provided, resulting in a net positive impact on revenues. Operating income was $6,532, an increase of 181.7% from operating income of $2,319 for the first nine months of the prior year. The operating margin increased to 7.8% from 2.9% a year ago. The increase in operating income was due to increased sales volume and the Company's restructuring which has resulted in reduced operating expenses. The decrease in general expenses is due to reductions in administrative personnel, cost containment and lower rent and related office expenses due to office consolidations. In addition, during the second quarter of the prior fiscal year, approximately $700 in charges were incurred for severance and recruiting expenses associated with the Company's change in its chief executive officer and costs associated with certain office closures and abandoned office space. The effective tax rate was 42% for the nine months ended February 29, 2000 and February 28, 1999. 9 Net income for the nine months was $3,950, a 152.2% increase from net income of $1,566 for the nine month period in the prior year. Basic earnings per share were $0.79 on 4,984 weighted average basic shares outstanding compared to $0.32 on 4,844 weighted average basic shares outstanding in the same nine month period of the prior year. Diluted earnings per share were $0.77 on 5,150 weighted average diluted shares outstanding compared to $0.32 per share on 4,890 weighted average diluted shares outstanding in the same period last year. Liquidity and Capital Resources For the nine months ended February 29, 2000, net cash provided by operations was $417 compared to $2,344 for the same period last year. The decrease in cash provided by operations was due primarily to $11,901 of increased payments of the Company's payables and accrued liabilities, including those related to the Company's restructuring costs, net of $8,381 from improved collections of the Company's receivables and recovery of other current assets. The Company made net capital expenditures of $1,779 in the first nine months of fiscal 2000 compared to capital expenditures of $1,460 in the same period for the prior year. The Company anticipates that its capital expenditures for the current fiscal year will be slightly higher than those incurred in the prior fiscal year. On March 7, 1996 the Board of Directors of the Company approved a Common Stock Repurchase Program ("1996 Program") that authorized the Company to purchase up to a maximum of 500,000 shares of stock on the open market for the purpose of funding the Company's various employee stock programs. The Company repurchased 310,000 shares during the first nine months of fiscal 1999 at an average price of $8.72. No shares were repurchased during the same period of fiscal 2000. There are 4,500 shares that remain available to be repurchased under the 1996 Program. On September 25, 1998, the Board authorized management to repurchase up to 500,000 shares over four years. The Company is a consulting engineering services firm engaged in providing environmental, infrastructure, geotechnical and construction related services, and encounters potential liability including claims for errors and omissions resulting from construction defects, construction cost overruns, environmental or other damage in the normal course of business. The Company is party to lawsuits and is aware of potential exposure related to certain claims. In the opinion of management, adequate provision has been made for all known liabilities that are currently expected to result from these matters, and in the aggregate, such claims are not expected to have a material impact on the financial position and liquidity of the Company. The Company maintains a consultant's environmental liability insurance policy as well as a general liability insurance policy through an unrelated, rated carrier. At February 29, 2000, the Company had cash on hand and cash equivalents of $17,100. The Company has a $20 million revolving credit line agreement that expires in November, 2000. At February 29, 2000 and February 28, 1999, the Company had no borrowings outstanding under its line of credit. Borrowings were available to the Company at an interest rate of 7.4% at February 29, 2000. The Company believes it is in compliance with all covenants pertaining to the credit line agreement. The Company believes that its available cash and cash equivalents, as well as cash generated from operations and its available credit line, will be sufficient to meet the Company's cash requirements for the balance of the fiscal year. 10 Year 2000 Compliance At this time the Company has not identified any significant problems associated with the risks of Year 2000 compliance. The Company will continue to monitor its information application and its hardware and software systems, as well as vendors and suppliers' systems, for compliance. 11 HARDING LAWSON ASSOCIATES GROUP, INC. PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits The following exhibits are furnished along with this Form 10-Q Quarterly Report for the period ended February 29, 2000: Exhibit No. 11 Computation of Net Income Per Share Exhibit No. 27 Financial Data Schedule b. Reports on Form 8-K Subsequent to the fiscal quarter ended February 29, 2000, the Company filed a Current Report on Form 8-K, dated March 24, 2000, announcing that the Company had entered into an Agreement and Plan of Merger, dated as of March 23, 2000, by and among MACTEC, Inc., CETCAM Acquisition Corporation, a wholly owned subsidiary of MACTEC, and the Company. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARDING LAWSON ASSOCIATES GROUP, INC. Date: April 5, 2000 /s/ Robert L. Costello, Jr. ---------------- ------------------------------------------- Robert L. Costello, Jr. President, Chief Executive Officer, and Interim Chief Financial Officer (Principal Executive and Financial Officer) /s/ Valorie B. Feher ------------------------------------------- Valorie B. Feher Vice President Finance and Administration (Duly Authorized Officer) 13 HARDING LAWSON ASSOCIATES GROUP, INC. EXHIBIT INDEX Exhibit No. 11 Computation of Net Income Per Share 27 Financial Data Schedule 14 EX-11 2 COMPUTATION OF NET INCOME PER SHARE Exhibit No. 11 HARDING LAWSON ASSOCIATES GROUP, INC. Computation of Net Income Per Share (In thousands, except per share data) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------- Three Months Ended Nine Months Ended February 29/28, February 29/28, 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------- Weighted average basic shares outstanding 5,004 4,815 4,984 4,844 Net effect of dilutive stock options based on the treasury stock method 141 15 166 46 - ------------------------------------------------------------------------------------------------------------------- Total 5,145 4,830 5,150 4,890 =================================================================================================================== Net income $1,231 $ 414 $3,950 $1,566 =================================================================================================================== Basic net income per share $ 0.25 $ 0.09 $ 0.79 $ 0.32 =================================================================================================================== Diluted net income per share $ 0.24 $ 0.09 $ 0.77 $ 0.32 ===================================================================================================================
15 EX-27 3 FINANCIAL DATA SCHEDULE
5 1000 9-MOS MAY-31-2000 JUN-01-1999 FEB-29-2000 17100 2301 43,267 2697 0 63,253 27050 22073 78695 24859 0 0 0 51 52207 78695 0 128317 0 44535 77250 0 0 6826 2868 3950 0 0 0 3950 0.79 0.77
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