<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_______TO_______
Commission File Number 0-57495
SAVILLE SYSTEMS PLC
(Exact name of registrant as specified in its charter)
Republic of Ireland Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
IDA Business Park, Dangan Galway, Ireland
(Address of principal executive offices, including zip code)
011-353-91-526611
(Registrant's telephone number, including area code)
American Depository Shares, Representing Ordinary Shares, $0.0025 par value
(Title of Class)
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 preceeding 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. [X] Yes [_] No
Number of shares outstanding of the registrant's class of Ordinary Shares as of
August 1, 1996 was 17,747,706.
<PAGE>
SAVILLE SYSTEMS PLC
FORM 10-Q REPORT
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
<S> <C>
Consolidated Balance Sheets as of June 30, 1996
(unaudited) and December 31, 1995 3
Consolidated Statements of Income for the three and for
the six months ended June 30, 1996 and 1995(unaudited) 4
Consolidated Statements of Cash Flows for the six months
ended June 30, 1996 and 1995(unaudited) 5
Notes to Consolidated Financial Statements(unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-10
PART II - OTHER INFORMATION 11
SIGNATURES 12
EXHIBIT INDEX 13
</TABLE>
<PAGE>
Saville Systems PLC
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(in thousands of U.S. dollars)
June 30 December 31
1996 1995
(unaudited)
- -------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current
Cash and cash equivalents $24,141 $23,722
Short term investments, at cost which approximates 5,000 -
market
Accounts receivable, less allowance for doubtful
accounts of $486 and $370, respectively 10,776 8,177
Prepaid expenses and other assets 1,336 1,056
- -------------------------------------------------------------------------------
41,253 32,955
Property and equipment, net 3,220 2,335
Long-term receivable 744 741
- -------------------------------------------------------------------------------
$45,217 $36,031
- -------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $1,800 $1,079
Accrued compensation and related benefits 1,992 1,527
Accrued royalties 334 663
Income taxes payable 1,332 1,228
Other current liabilities 535 296
Deferred revenues 1,129
Current portion of long-term debt 71 53
- -------------------------------------------------------------------------------
7,193 4,846
- -------------------------------------------------------------------------------
Long-term debt - 44
Minority interest 290 217
- -------------------------------------------------------------------------------
290 261
- -------------------------------------------------------------------------------
Shareholders' equity
Share capital 92 92
Additional paid-in capital 25,830 23,636
Retained earnings 11,848 7,244
Cumulative translation account (36) (48)
- -------------------------------------------------------------------------------
37,734 30,924
- -------------------------------------------------------------------------------
$45,217 $36,031
- -------------------------------------------------------------------------------
</TABLE>
See accompanying notes
<PAGE>
Saville Systems PLC
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of U.S. dollars, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30 June 30 June 30
1996 1995 1996 1995
- -----------------------------------------------------------------------------------------------------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
REVENUE
Services $10,237 $6,549 $19,269 $12,394
License Fees 2,068 1,054 3,591 2,671
- -----------------------------------------------------------------------------------------------------------
12,305 7,603 22,860 15,065
- -----------------------------------------------------------------------------------------------------------
EXPENSES
Cost of services 5,112 2,957 9,590 5,835
Cost of license fees 26 15 48 29
Sales and marketing 819 332 1,456 665
Research and development 1,021 289 1,881 422
General and administrative 2,476 1,666 4,797 3,069
- -----------------------------------------------------------------------------------------------------------
9,454 5,259 17,772 10,020
- -----------------------------------------------------------------------------------------------------------
Income from operations 2,851 2,344 5,088 5,045
Other income, net 383 57 626 132
- -----------------------------------------------------------------------------------------------------------
Income before income taxes 3,234 2,401 5,714 5,177
Provision for income taxes 597 475 1,037 1,207
- -----------------------------------------------------------------------------------------------------------
Income before minority interest 2,637 1,926 4,677 3,970
Minority interest share in subsidiaries' net
income 75 37 73 43
- -----------------------------------------------------------------------------------------------------------
Net income $2,562 $1,889 $4,604 $3,927
- -----------------------------------------------------------------------------------------------------------
Net income per share $0.14 $0.12 $0.25 $0.25
- -----------------------------------------------------------------------------------------------------------
Shares used in computing net income
per share (in thousands) 18,892 15,797 18,788 15,797
- -----------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes
<PAGE>
Saville Systems PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
Six months ended
June 30 June 30
1996 1995
- --------------------------------------------------------------------------------------------------------
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $4,604 $3,927
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 318 103
Allowance for doubtful accounts 116 292
Minority interest 73 43
Changes in operating assets and liabilities:
Accounts receivable (2,715) (1,963)
Other current assets (280) 98
Accounts payable and other accrued liabilities 533 123
Accrued compensation and benefits 465 443
Accrued royalties (329) 159
Income taxes payable 104 (212)
Deferred revenue 1,129
Other current liabilities 104 (6)
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 4,122 3,007
- --------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (1,203) (1,454)
Purchase of short term investments (5,000)
- --------------------------------------------------------------------------------------------------------
Net cash used in investing activities (6,203) (1,454)
- --------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt (26) (51)
Advances from related parties 28
Repayments to related parties (38)
Proceeds from share issuance 2,930 159
Public offering costs (413)
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 2,491 98
- --------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 9 49
- --------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 419 1,700
Cash and cash equivalents, beginning of period 23,722 3,509
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $24,141 $5,209
- --------------------------------------------------------------------------------------------------------
Supplement disclosure of cash flow information:
Cash paid for interest 11 34
Cash paid for income taxes 933 1,416
Note receivable from sale (repayment) of shares (100) 100
</TABLE>
See accompanying notes
<PAGE>
Saville Systems PLC
Notes to Consolidated Financial Statements at June 30,1996. (unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements are unaudited, except for
the balance sheet dated as of December 31, 1995, and have been prepared by
the Company in accordance with U.S. generally accepted accounting principles.
Certain information and footnote disclosure normally included in the Company's
audited annual consolidated financial statements have been condensed or
omitted in accordance with the rules and regulations of the Securities and
Exchange Commission. The unaudited interim consolidated financial
statements, in the opinion of management, reflect all adjustments (consisting
only of normal and recurring adjustments) necessary for a fair presentation of
the results of the interim periods ended June 30, 1996 and 1995 and the
financial position at June 30, 1996.
The results of operations for the interim periods are not necessarily indicative
of the results of operations to be expected for the fiscal year. These interim
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements of the Company which are contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
2. Net Income Per Share
Net income per share is computed based upon the weighted average number
of Ordinary Shares and dilutive share equivalents outstanding and gives effect
to certain adjustments described below. Share equivalents are not included in
the per share calculations where the effect of their inclusion would be
antidilutive, except that, in accordance with Securities and Exchange Commission
requirements, common and common share equivalents issued during the twelve month
period prior to the filing of an initial public offering have been included in
the calculation as if they were outstanding for all periods, using the treasury
stock method and the assumed initial public offering price.
3. Share Capital
The number of Ordinary Shares and Deferred Shares outstanding were 17,747,706
and 30,000, respectively at June 30, 1996 and 17,576,406 and 30,000,
respectively at December 31, 1995. On June 20, 1996, 71,300 Ordinary Shares were
issued pursuant to the Employee Stock Option Plan for proceeds of approximately
$230,000. On June 24, 1996 the Company issued 100,000 Ordinary Shares in a
public offering raising proceeds of $2,600,000 to the Company before public
offering expenses.
During the three months ended June 30, 1996 the Company granted 11,000 options
entitling holders to receive one Ordinary Share for each option at exercise
prices ranging from $18.75 to $33.25 Also during the period, options to purchase
an aggregate of 12,473 Ordinary Shares with an exercise price of $8.66 were
cancelled.
As at June 30, 1996, options entitling holders to purchase an aggregate
of 1,763,526 Ordinary Shares were outstanding with exercise prices ranging from
$1.68 to $33.75.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following information should be read in conjunction with the Unaudited
Consolidated Financial Statements and Notes thereto included in Item 1 of this
Quarterly Report, and the Audited Consolidated Financial Statements and Notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 and with the Unaudited Consolidated Financial
Statements and Notes thereto contained in the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1996.
Results of Operations
Revenues
Total Revenues increased 61.8% from $7.6 million in the three months ended June
30, 1995 to $12.3 million in the three months ended June 30,1996, and increased
51.7 % from $15.1 million in the six months ended June 30, 1995 to $22.9 million
in the six months ended June 30, 1996. Both service and license fee revenues
increased as described below.
Service revenues increased 56.3% from $6.6 million in the three months ended
June 30, 1995 to $10.2 million in the three months ended June 30,1996, and
increased 55.5% from $12.4 million in the six months ended June 30, 1995 to
$19.3 million in the six months ended June 30, 1996. The increase in service
revenues was due to increased demand for software enhancements from
existing clients and customizations for new clients.
License fee revenues increased 96.2% from $1.1 million in the three months ended
June 30, 1995 to $2.1 million in the three months ended June 30, 1996, and
increased 34.4% from $2.7 million in the six months ended June 30, 1995 to $3.6
million in the six months ended June 30, 1996. The amount of license fee
revenues depends largely on the number of installations in the period.
Cost of Services
Cost of services increased 72.8% from $3.0 million in the three months ended
June 30, 1995 to $5.1 million in the three months ended June 30, 1996, and
increased 64.4% from $5.8 million in the six months ended June 30, 1995 to $9.6
million in the six months ended June 30, 1996. As a percentage of service
revenues, cost of services increased from 45.2% to 49.9% and from 47.1% to 49.8%
in the three and six month periods, respectively. The increase in expenses was
primarily due to additional personnel hired to support the increased volume of
business.
Cost of License Fees
Cost of license fees increased 73.3% from $15,000 in the three months ended
June 30, 1995 to $26,000 in the three months ended June 30, 1996, and increased
65.5% from $29,000 in the six months ended June 30, 1995 to $48,000 in the six
months ended June 30, 1996. This increase was due to employee sales commissions
earned on new installations, partially offset by reductions in royalties paid
to a third party in connection with certain license fees.
<PAGE>
Sales and Marketing
Sales and marketing expenses increased 146.7% from $332,000 in the three months
ended June 30, 1995 to $819,000 in the three months ended June 30, 1996, and
increased 118.9% from $665,000 in the six months ended June 30, 1995 to $1.5
million in the six months ended June 30, 1996. This increase was primarily due
to the continued effect of the expansion of the Company's sales force in the
latter half of 1995. The Company anticipates that continued expansion of its
sales force in North America and its intention to establish a stronger sales
presence in Europe will increase its sales and marketing expenses through the
remainder of 1996.
Research and Development
Research and development expenses increased from $289,000 in the three months
ended June 30, 1995 to $1.0 million in the three months ended June 30, 1996, and
increased from $422,000 in the six months ended June 30, 1995 to $1.9 million in
the six months ended June 30, 1996. This increase was due to increased
development efforts by the Company in creating new and enhanced billing and
customer care products. The Company intends to continue to increase its
investment in research and development efforts in the future.
General and Administrative
General and administrative expenses increased 48.6% from $1.7 million in the
three months ended June 30, 1995 to $ 2.5 million in the three months ended June
30, 1996, and increased 56.3% from $3.1 million in the six months ended June 30,
1995 to $4.8 million in the six months ended June 30, 1996. This increase was
attributable to the costs related to the infrastructure necessary to support the
growth in the Company's employee base and the expansion of the Company's
business.
Other Income and Expenses
Other income, net of other expenses, increased from $57,000 in the three months
ended June 30, 1995 to $383,000 in the three months ended June 30, 1996, and
increased from $132,000 in the six months ended June 30, 1995 to $626,000 in the
six months ended June 30, 1996. This increase was primarily the result of
increased interest income earned on cash and cash equivalents and short term
investments.
Provision for Income Taxes
The Company recorded a tax provision of $475,000 and $1.2 million in the three
and six months ended June 30,1995, representing effective tax rates of 19.8% and
23.3%, respectively. Comparatively tax provisions of $597,000 and $1.0 million
were recorded in the three and six months ended June 30, 1996, representing
effective tax rates of 18.5% and 18.1%, respectively. The Company's effective
tax rate may vary period to period due to income being earned in different
jurisdictions. The Company is currently eligible for a 10% tax rate on
"manufacturing" income earned in the Republic of Ireland. The rate is not
available for other types of income such as income earned by the Company on its
cash investments. This eligibility is the reason that the Company's effective
tax rate is below the Irish standard rate of 38%, effective April 1, 1995 and
below the statutory rates of Canada and the United States. There can be no
assurances that the Company will continue to be eligible for this 10% tax rate
in future periods.
<PAGE>
Liquidity and Capital Resources
Cash and cash equivalents increased $419,000 from $23.7 million at December 31,
1995 to $24.1 million at June 30, 1996. During the six months ended June 30,
1996 $4.1 million of cash was provided by operating activities which represents
a $1.1 million increase over the corresponding period in 1995. The increase is
due to increased net income and increases in deferred revenues and accounts
payable in the six month period ended June 30, 1996 partially offset by
increases in accounts receivable and payments on accrued royalties.
The Company used $1.2 million to purchase fixed assets and invested excess cash
balances of $5.0 million in short-term investments maturing within three to six
months.
During the six months ended June 30, 1996 the Company issued Ordinary Shares
pursuant to options exercised under the employee stock option plan
for proceeds of approximately $230,000. On June 24, 1996, the Company issued
100,000 Ordinary Shares in a public offering for proceeds to the Company of
approximately $2.6 million. Also during the six months ended June 30, 1996 the
Company paid public offering costs of approximately $413,000 and received
$100,000 on the repayment of an employee share purchase loan.
As of June 30, 1996 the Company had $10.8 million in net accounts receivable.
The average days sales outstanding ("DSO") at June 30, 1996 was approximately 86
days as compared to approximately 88 at June 30, 1995. DSO is calculated based
on the average daily sales of the immediately preceding six month period divided
by the trade accounts receivable balance at the end of the period.
The Company believes that existing cash balances and funds generated by
operations will be sufficient to meet its anticipated liquidity and working
capital requirements through at least fiscal 1997.
Certain Factors That May Affect Future Results
This Quarterly Report contains forward-looking statements that involve risks
and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. A number of
uncertainties exist that could affect the Company's future operating
results, including, without limitation, the Company's ability to retain
existing customers and attract new customers, the Company's continuing ability
to develop products that are responsive to the evolving needs of its customers,
increased competition, changes in operating expenses, foreign currency exchange
rates, the Company's continued ability to take advantage of favorable tax
treatment currently available to the Company, and general economic factors.
To date, a substantial portion of the Company's total revenues has derived
from a small number of customers. This concentration of customers can cause the
Company's revenues and earnings to fluctuate from quarter to quarter, based on
these customers' requirements and the timing of their orders. A significant
decrease in business from any of its major customers would have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company competes with both independent providers of systems and
services like the Company and with internal billing departments of existing
telecommunications service providers, many of which have substantially greater
financial, technical, sales, marketing and other resources, as well as greater
name recognition, than the Company. There can be no assurance that the Company
will be able to compete successfully with its existing competitors or with new
competitors.
<PAGE>
The Company's future success depends in large part on its ability to develop
new customer relationships with successful telecommunications service providers.
There can be no assurance that the Company will be able to develop such
relationships or that service providers that become customers of the Company
will be successful. Historically, the Company has been dependent on long-term
customer relationships and therefore, the failure of the Company's customers
to compete effectively in the telecommunications market could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Although the Company has developed software for UNIX-based operating systems,
the Company's billing software currently runs primarily on the IBM AS/400
platform which represents a leading platform for existing and new billing
systems. If there should be a rapid shift away from the current use of the
AS/400 platform by the telecommunications industry for billing, the Company
would be required to expend substantial capital resources to develop new
software and likely experience delays or losses in customer orders.
The Company's success will depend upon its ability to enhance its existing
products and to introduce new products and features to meet changing customer
requirements. The Company is currently devoting significant resources to
refining and expanding its base software modules and to continuing the
development of billing software that will operate on UNIX-based operating
systems. If the Company were unable, due to resource, technological or
other constraints, to adequately anticipate or respond to such changes, the
Company's business, financial condition and results of operations would be
materially adversely affected.
Historically, the Company's sales outside the United States have represented
a significant portion of the Company's total revenues, and the Company
expects that non-U.S. operations will continue to account for a significant
portion of its revenues in the future. The Company's international business
is subject to risks such as fluctuations in exchange rates, difficulties or
delays in developing and supporting non-English language versions of the
Company's products, political and economic conditions in various
jurisdictions, unexpected changes in regulatory requirements, tariffs and other
trade barriers, difficulties in staffing and managing foreign operations
and longer accounts receivable payment cycles.
Fluctuations in exchange rates may have a material adverse effect on the
Company's results of operations, particularly its operating margins,
and could also result in exchange losses. The impact of future exchange rate
fluctuations on the Company's results of operations cannot be accurately
predicted. To date, the Company has not sought to hedge the risks
associated with fluctuations in exchange rates, but may undertake such
transactions in the future. There can be no assurance that any hedging
techniques implemented by the Company will be successful or that the
Company's results of operations will not be materially adversely affected by
exchange rate fluctuations.
The Company has significant operations and generates a substantial portion of
its taxable income in the Republic of Ireland, and, under an incentive tax
program due to terminate in 2010, is taxed on its "manufacturing income" at a
10% rate, which is substantially lower than U.S. tax rates. If the Company
could no longer qualify for this 10% tax rate or if the tax laws were rescinded
or change, the Company's net income could be materially adversely affected.
In addition, if U.S., Canadian or other foreign tax authorities were to
challenge successfully the manner in which profits are recognized among the
Company and its subsidiaries, the Company's effective tax rate could increase,
and its cash flow and results of operations could be materially adversely
affected.
<PAGE>
SAVILLE SYSTEMS PLC
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
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
--------------------------------
(a) Exhibits
The exhibits listed in the Exhibit Index as part of or included in
this report.
(b) Reports on form 8-K
None
<PAGE>
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.
SAVILLE SYSTEMS PLC
(Registrant)
Date: August 13, 1996 By: /s/John J. Boyle, III
------------------------------ -------------------------------
John J. Boyle, III
President & CEO
Date: August 13, 1996 By: /s/Marc Venator
------------------------------ -------------------------------
Marc Venator
Chief Financial Officer
(Principal Financial
and Accounting Officer)
<PAGE>
SAVILLE SYSTEMS PLC
FORM 10-Q REPORT
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
INDEX TO EXHIBITS
--------------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
11.0 Statement re: Computation of Per Share 14
Earnings
27.0 Financial Data Schedule 15
</TABLE>
<PAGE>
EXHIBIT 11.0
------------
SAVILLE SYSTEMS PLC
FORM 10-Q REPORT
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
Calculation of Shares Used in Determining
--------------------------------------------
Net Income Per Share (1)
------------------------
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30 June 30 June 30
1996 1995 1996 1995
- ----------------------------------------------------------------------------------------------------------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
(in thousands, except per share data)
Net income $2,562 $1,889 $4,604 $3,927
Weighted average number of Ordinary
equivalent shares:
Ordinary shares 17,592 15,004 17,584 15,004
Non-qualified share options (2) 1,300 793 1,204 793
- ----------------------------------------------------------------------------------------------------------------
18,892 15,797 18,788 15,797
- ----------------------------------------------------------------------------------------------------------------
Net Income per Share $0.14 $0.12 $0.25 $0.25
================================================================================================================
</TABLE>
(1) This Exhibit should be read in connection with "Net Income per share"
in Note 2 of the notes to the consolidated interim financial
statements.
(2) Pursuant to the requirements of the Securities and Exchange Commission,
Ordinary Shares and share equivalents issued during the twelve month
period prior to the Company's initial public offering have been
included in the calculation (using the treasury stock method and the
initial public offering price) as if they were outstanding for all
periods presented.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> APR-01-1996 JAN-01-1996
<PERIOD-END> JUN-30-1996 JUN-30-1996
<EXCHANGE-RATE> 1 1
<CASH> 24,141 24,141
<SECURITIES> 5,000 5,000
<RECEIVABLES> 11,262 11,262
<ALLOWANCES> 486 486
<INVENTORY> 0 0
<CURRENT-ASSETS> 41,253 41,253
<PP&E> 4,179 4,179
<DEPRECIATION> 959 959
<TOTAL-ASSETS> 45,217 45,217
<CURRENT-LIABILITIES> 7,193 7,193
<BONDS> 0 0
0 0
48 48
<COMMON> 44 44
<OTHER-SE> 37,642 37,642
<TOTAL-LIABILITY-AND-EQUITY> 45,217 45,217
<SALES> 0 0
<TOTAL-REVENUES> 12,305 22,860
<CGS> 0 0
<TOTAL-COSTS> 5,957 11,094
<OTHER-EXPENSES> 3,070 5,925
<LOSS-PROVISION> 39 116
<INTEREST-EXPENSE> 5 11
<INCOME-PRETAX> 3,234 5,714
<INCOME-TAX> 597 1,037
<INCOME-CONTINUING> 2,562<F1> 4,604<F1>
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,562 4,604
<EPS-PRIMARY> 0.14 0.25
<EPS-DILUTED> 0.14 0.25
<FN>
<F1>After deducting minority interest of 75 and 73, respectively
</FN>
</TABLE>
