<PAGE>
UNITED STATES
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 September 28, 1997
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: 0-28166
WHITTMAN-HART, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3797833
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618
----------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
(312) 922-9200
----------------------------------------------------
(Registrant's telephone number, including area code)
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 [ ]
As of November 7, 1997, there were 20,814,001 shares of common stock of the
registrant outstanding.
<PAGE>
WHITTMAN-HART, INC.
FORM 10-Q
For the quarterly period ended September 28, 1997
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets as of September 28, 1997
(unaudited) and December 31, 1996 3
Statements of Earnings for the three and nine
months ended September 28, 1997 and September
30, 1996 (unaudited) 4
Statements of Cash Flows for the nine months
ended September 28, 1997 and September 30, 1996
(unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
INDEX TO EXHIBITS 11
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WHITTMAN-HART, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 28, DECEMBER 31,
1997 1996
----------------- ----------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,147,003 $ 35,898,095
Short-term investments 57,765,977 30,901,003
Trade accounts receivable, net of allowance for doubtful accounts
of $361,300 and $160,000 in 1997 and 1996, respectively 27,757,510 15,564,791
Income tax receivable - 140,154
Prepaid expenses and other current assets 2,594,831 1,290,798
Notes and interest receivable 73,444 28,885
Deferred income taxes 712,594 342,732
------------- --------------
Total current assets 95,051,359 84,166,458
Property and equipment, net 13,022,641 5,843,921
Notes receivable 102,858 148,263
Other assets 718,676 454,379
------------- --------------
Total assets $108,895,534 $ 90,613,021
------------- --------------
------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,042,558 $ 1,333,854
Accrued compensation and related costs 9,792,176 8,600,608
Income taxes payable 1,248,294 -
Accrued expenses and other liabilities 2,688,452 981,718
------------- --------------
Total current liabilities 16,771,480 10,916,180
Deferred income taxes 76,122 89,472
Deferred revenue 90,200 -
Deferred rent 1,010,315 888,165
------------- --------------
Total liabilities 17,948,117 11,893,817
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.001 par value; 37,000,000 authorized, 20,743,774
and 20,134,680 shares issued in 1997 and 1996, respectively 20,744 20,135
Additional paid-in capital 78,846,449 73,256,942
Retained earnings 12,946,746 5,552,755
Deferred compensation (866,522) (97,831)
------------- --------------
90,947,417 78,732,001
Common stock held in treasury, at cost; 6,605 shares in 1996 - (12,797)
------------- --------------
Total stockholders' equity 90,947,417 78,719,204
------------- --------------
Total liabilities and stockholders' equity $108,895,534 $ 90,613,021
------------- --------------
------------- --------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WHITTMAN-HART, INC.
STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPT. 28, SEPT. 30, SEPT. 28, SEPT. 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 39,251,560 $ 23,301,500 $103,029,350 $ 62,164,250
Cost of services 22,670,110 13,842,490 60,606,650 37,204,470
------------ ------------ ------------ ------------
Gross profit 16,581,450 9,459,010 42,422,700 24,959,780
Costs and expenses:
Selling 1,597,190 926,250 4,308,690 2,635,790
Recruiting 1,693,820 926,730 4,041,520 2,533,760
General and administrative 9,502,558 5,244,244 24,272,251 14,889,466
------------ ------------ ------------ ------------
Total costs and expenses 12,793,568 7,097,224 32,622,461 20,059,016
------------ ------------ ------------ ------------
Operating income 3,787,882 2,361,786 9,800,239 4,900,764
Other income (expense):
Interest expense - - - (47,400)
Interest income 894,918 498,000 2,645,615 766,720
Other, net 7,546 (192,680) (227,679) (109,600)
------------ ------------ ------------ ------------
Total other income 902,464 305,320 2,417,936 609,720
------------ ------------ ------------ ------------
Income before income taxes 4,690,346 2,667,106 12,218,175 5,510,484
Income taxes 1,829,237 983,240 4,824,184 2,081,930
------------ ------------ ------------ ------------
Net income $ 2,861,109 $ 1,683,866 $ 7,393,991 $ 3,428,554
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income per share $ 0.13 $ 0.08 $ 0.34 $ .20
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Shares used in computing net income per share 22,369,961 20,274,448 22,088,944 17,165,800
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WHITTMAN-HART, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPT. 28, SEPT. 30,
1997 1996
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,393,991 $ 3,428,554
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,182,258 841,169
Deferred income taxes (383,212) (133,604)
Gain on disposition of property and equipment - (12,607)
Loss on sales of short-term investments (4,529) -
Executive stock expense - 29,213
Changes in assets and liabilities, net of acquisitions:
Trade accounts receivable, net (11,890,559) (4,369,068)
Prepaid expenses and other current assets (1,304,033) (870,770)
Notes receivable 846 305,569
Other assets 340,967 (162,674)
Accounts payable 1,708,704 (379,564)
Accrued compensation and related costs 1,191,568 (630,355)
Income taxes payable 3,100,332 402,199
Accrued expenses and other liabilities 1,748,369 167,818
Deferred revenue 90,200 -
Deferred rent 122,150 288,483
------------ -------------
Net cash provided by (used in) operating activities 3,297,052 (1,095,637)
------------ -------------
Cash flows from investing activities:
Purchases of investments (75,659,324) (12,571,399)
Sales and maturities of investments 49,188,986 999,784
Payment for acquisitions (605,264)
Purchases of property and equipment (8,383,894) (3,096,154)
Proceeds from disposition of property and equipment 19,960 43,122
------------ -------------
Net cash used in investing activities (35,439,536) (14,624,647)
------------ -------------
Cash flows from financing activities:
Proceeds from issuance of bank debt - 48,775
Payments on bank debt - (1,733,867)
Payments on related party debt - (317,413)
Proceeds from issuance of common stock, net of issuance costs - 65,933,251
Proceeds from exercise of stock options 1,750,937 72,733
Proceeds from employee stock purchase plan 640,455 529,919
Partnership capital distributions - (860,646)
------------ -------------
Net cash provided by financing activities 2,391,392 63,672,752
------------ -------------
Net increase (decrease) in cash and cash equivalents (29,751,092) 47,952,468
------------ -------------
Cash and cash equivalents at beginning of period 35,898,095 4,083,178
------------ -------------
Cash and cash equivalents at end of period $ 6,147,003 $ 52,035,646
------------ -------------
------------ -------------
Supplemental disclosures of cash flow information:
Interest paid $ - $ 58,181
Income taxes paid 2,107,064 1,813,335
Supplemental disclosures of noncash financing activities:
Tax benefit related to stock plans 1,711,884 -
Issuance of restricted stock awards 900,000 -
Issuance of common stock to executives - 102,130
Issuance of common stock for purchase of software 247,874
Issuance of 214,986 common shares for payment of acquisition
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Whittman-Hart,
Inc. (the "Company") have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission for quarterly reports on Form 10-Q
and do not include all of the information and note disclosures required by
generally accepted accounting principles. The information furnished herein
includes all adjustments which are, in the opinion of management, necessary
for a fair presentation of results for these interim periods, and all such
adjustments are of a normal recurring nature. The results of operations for
the three and nine months ended September 28, 1997 are not necessarily
indicative of the results to be expected for the year ending December 31,
1997.
These financial statements should be read in conjunction with the
Company's audited financial statements and notes thereto for the year ended
December 31, 1996, included in the Form 10-K filed by the Company with the
Securities and Exchange Commission.
2. COMPUTATION OF NET INCOME PER SHARE
Net income per common and common equivalent share is computed based on the
weighted average of common and common equivalent shares (redeemable
convertible preferred stock and stock options) outstanding during the period.
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 83, common and common equivalent shares issued during the twelve months
immediately preceding the initial public offering date (using the treasury
stock method and the initial public offering price per share) have been
included in the calculation of common and common equivalent shares as if they
were outstanding for all periods presented.
3. STOCKHOLDERS' EQUITY
On May 8, 1996, the Company completed an initial public offering of its
common stock in which 5,200,000 shares were sold by the Company, resulting in
net proceeds of approximately $37.8 million. On August 27, 1996, the Company
completed a follow-on public offering of its common stock in which an
additional 2,100,000 shares were sold by the Company, resulting in net
proceeds of approximately $27.8 million.
On April 3, 1996, the Company filed an Amendment to its Certificate of
Incorporation effecting an increase in the number of authorized shares of
common stock to 15,000,000 and authorizing 3,000,000 shares of preferred
stock. On November 25, 1996, the Company filed an Amendment to its
Certificate of Incorporation further increasing the number of authorized
shares of common stock to 37,000,000 and eliminating the Redeemable Preferred
Stock from the Company's authorized capital.
The Company's Board of Directors approved a 4-for-1 split of common stock
in the form of a stock dividend effective April 3, 1996. The Board of
Directors approved a 2-for-1 split of common stock in the form of a stock
dividend effective December 10, 1996. All common share and per share amounts
have been adjusted retroactively to give effect to the stock splits.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
Whittman-Hart, Inc. (the "Company") provides strategic information
technology ("IT") business solutions designed to improve its clients'
productivity and competitive position. The Company offers its clients a
single source for a comprehensive range of services required to successfully
design, develop and implement integrated solutions in the client/server, open
systems, midrange and mainframe computing environments. Among the services
offered by the Company are systems integration; strategic IT planning;
software development; package software implementation; business process
reengineering; organizational change management; networking and connectivity;
conventional and multimedia documentation and training; design and
implementation of collaborative computing solutions; and design and
implementation of electronic commerce solutions (such as Internet/intranet
and electronic data interchange). The Company believes this breadth of
services fosters long-term client relationships, affords cross-selling
opportunities and minimizes the Company's dependence on any single technology.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
statements of earnings data as a percentage of revenues:
Three Months Ended Nine Months Ended
Sept. 28, Sept. 30, Sept. 28, Sept. 30,
1997 1996 1997 1996
- ------------------------------------------------------------------------------
STATEMENT OF EARNINGS DATA:
Revenues 100% 100% 100% 100%
Cost of services 58 59 59 60
--- --- --- ---
Gross profit 42 41 41 40
Costs and expenses:
Selling 4 4 4 4
Recruiting 4 4 4 4
General and administrative 24 23 23 24
--- --- --- ---
Total costs and expenses 32 31 31 32
--- --- --- ---
Operating income 10 10 10 8
Other income 2 1 2 1
--- --- --- ---
Income before income taxes 12 11 12 9
Income taxes 5 4 5 3
--- --- --- ---
Net income 7% 7% 7% 6%
--- --- --- ---
--- --- --- ---
REVENUES. Revenues increased 68.5% to $39.3 million in the third quarter
of 1997 from $23.3 million for the comparable 1996 quarter. Revenues in the
first nine months of 1997 increased 65.7% to $103.0 million from $62.2
million for the first nine months of 1996. Each of the Company's branch
offices experienced revenue growth in the third quarter and in the first nine
months of 1997 as compared to the same period in 1996. Chicago, the
Company's largest branch, increased its
7
<PAGE>
revenues by 41% and 39%, respectively, while all other branches achieved a
combined revenue increase in excess of 100% for both the third quarter and
the first nine months. The concentration of revenues within the Chicago
branch decreased to 51% from 61% for the third quarter and to 53% from 64%
for the first nine months. Revenues from the Company's ten most significant
clients declined to 19% in both the third quarter and the first nine months
of 1997, from 28% in the third quarter and 31% for the first nine months of
1996.
GROSS PROFIT. Gross profit increased 75.3% to $16.6 million in the third
quarter of 1997 from $9.5 million in the third quarter of 1996. Gross profit
in the first nine months of 1997 increased 70.0% to $42.4 million from $25.0
million in the first nine months of 1996. As a percentage of revenues, gross
margin increased to 42% for the third quarter and 41% for the first nine
months of 1997, compared to 41% in the third quarter and 40% for the first
nine months of 1996. This increase is attributable to improved margins from
newer branch locations.
SELLING EXPENSES. Selling expenses increased 72.4% to $1.6 million in the
third quarter of 1997 from $.9 million in the comparable 1996 quarter.
Selling expenses in the first nine months of 1997 increased 63.5% to $4.3
million from $2.6 million in the first nine months of 1996. As a percentage
of revenues, selling expenses remained constant at 4%.
RECRUITING EXPENSES. Recruiting expenses increased 82.8% to $1.7 million
in the third quarter of 1997 from $.9 million in the third quarter of 1996.
Recruiting expenses for the first nine months of 1997 increased 59.5% to
$4.0 million from $2.5 million in the first nine months of 1996. The number
of consultants increased 47.8% to 1,212 as of September 28, 1997 from 820 as
of September 30, 1996, while total recruiting costs remained consistent at
approximately $6,000 per hire. As a percentage of revenues, recruiting
expenses remained constant at 4%.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 81.2% to $9.5 million in the third quarter of 1997 from $5.2
million in the third quarter of 1996. General and administrative expenses for
the first nine months of 1997 increased 63% to $24.3 million from $14.9
million in the first nine months of 1996. The increase was primarily
attributable to increased personnel and facilities costs to support the
growth of new and existing offices, increased marketing efforts and the
start-up of the Company's strategic initiative focused on quality
improvements.
OTHER INCOME. The increase in other income in both the third quarter and
first nine months of 1997 as compared to the same periods in 1996 is
primarily attributable to interest earned on investments of available net
proceeds from the Company's initial and follow-on public offerings.
INCOME TAXES. The Company's effective tax rate was 39.0% and 39.5% for
the third quarter and first nine months of 1997, respectively, as compared to
36.8% and 37.8% for the same periods in 1996.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At September 28, 1997, the Company had approximately $63.9 million of
cash, cash equivalents and short-term investments compared to $66.8 million
at December 31, 1996. Prior to its initial public offering in May 1996, the
Company's primary source of liquidity had been operating cash flow,
periodically supplemented by borrowings under the Company's revolving credit
and term facilities with a commercial bank. The Company has a loan agreement
for up to $5.0 million of unsecured credit with interest payable, at the
Company's option, at LIBOR plus 1.5% or the lender's prime rate. There were
no borrowings under this loan agreement as of October 31, 1997. The Company's
loan agreement expires on April 30, 1998.
On May 8, 1996, the Company completed an initial public offering of its
common stock which resulted in net proceeds to the Company of $37.8 million.
A portion of the proceeds from the offering were used to retire the Company's
term facilities. On August 27, 1996, the Company completed a follow-on public
offering of its common stock resulting in net proceeds to the Company of
approximately $27.8 million.
In March 1997, the Company acquired the business operations and select
assets of Organizational Change Dynamics, Inc., a Chicago-based firm
dedicated to strategic business consulting. The purchase price included a
cash payment of $600,000 and $900,000 (53,850 shares) worth of restricted
common stock that vests, pro rata, over a four year period.
On April 15, 1997, the Company purchased a 37,000 square foot building and
its adjoining land for approximately $2.0 million. The building, located in
Chicago, was purchased to facilitate the Company's growth.
On September 8, 1997, Expert Buying Systems, Inc. ("EBS") merged into the
Company in a business combination to be accounted for as a pooling of
interests. The Company issued 214,986 shares of its common stock in exchange
for all of the common stock of EBS. EBS is a Washington-based developer and
marketer of software products and services designed to help companies select
application software systems. The stockholder's equity and operations of EBS
are not material in relation to those of the Company. As such, the Company
has recorded the combination as of September 8, 1997 without restating prior
periods' statements of earnings to reflect the pooling-of-interest
combination.
The Company anticipates the net proceeds of its two public offerings,
together with existing sources of liquidity and funds generated from
operations, will provide adequate cash to fund its anticipated cash needs at
least through the next twelve months.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("Statement 128"). Implementation of Statement 128 is required for periods
ending after December 15, 1997. The standard establishes new methods for
computing and presenting earnings per share ("EPS") and replaces the
presentation of primary and fully diluted EPS with basic and diluted EPS. The
new methods under this standard are not expected to have a significant impact
on the Company's EPS amounts.
SAFE HARBOR PROVISION
This Form 10-Q contains certain forward-looking statements that involve
substantial risks and uncertainties. When used in this Form 10-Q, the words
"anticipate" and "expect" and similar
9
<PAGE>
expressions as they relate to the Company or its management are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements could differ materially from the results,
performance or achievements expressed in, or implied by, these
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, difficulties in attracting and
retaining highly skilled employees, the Company's ability to manage rapid
growth and expansion into new geographic areas and service lines, the
Company's ability to manage the risks associated with client projects and
risks related to possible acquisitions. These and other risks are more fully
described in the "Risk Factor" section of the Company's registration
statement (No. 333-18059) on Form S-1 filed by the Company with the
Securities and Exchange Commission on December 17, 1996, as amended.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
(11) Statement Regarding Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter ended
September 30, 1997.
10
<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.
Whittman-Hart, Inc.
Date: November 13, 1997 By: /s/ Robert F. Bernard
------------------------ --------------------------------
Robert F. Bernard
Chairman of the Board, President and
Chief Executive Officer
Date: November 13, 1997 By: /s/ Kevin M. Gaskey
------------------------ --------------------------------
Kevin M. Gaskey
Chief Financial Officer and Treasurer
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
11 Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
11
<PAGE>
EXHIBIT 11
WHITTMAN-HART, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
PRIMARY
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 28, SEPT. 30, SEPT. 28, SEPT. 30,
1997 1996 1997 1996
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 2,861,109 $ 1,683,866 $7,393,991 $3,428,554
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
Weighted average common shares outstanding 20,718,046 18,823,788 20,576,977 15,005,570
Effect of stock options calculated according
to the treasury stock method 1,651,915 1,450,660 1,511,967 1,298,712
Conversion of redeemable preferred stock -- -- 861,518
------------ ------------ ---------- ----------
Weighted average common and common
equivalent shares outstanding 22,369,961 20,274,448 22,088,944 17,165,800
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
Net income per share $ 0.13 $ 0.08 $ 0.34 $ 0.20
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
</TABLE>
FULLY-DILUTED
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 28, SEPT. 30, SEPT. 28, SEPT. 30,
1997 1996 1997 1996
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 2,861,109 $ 1,683,866 $7,393,991 $3,428,554
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
Weighted average common shares outstanding 20,718,046 18,823,788 20,576,977 15,005,570
Effect of stock options calculated according
to the treasury stock method 1,768,316 1,545,566 1,757,970 1,333,942
Conversion of redeemable preferred stock -- -- 861,518
------------ ------------ ---------- ----------
Weighted average common and common
equivalent shares outstanding 22,486,362 20,369,354 22,334,947 17,201,030
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
Net income per share $ 0.13 $ 0.08 $ 0.33 $ 0.20
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3RD QUARTER
10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-28-1997
<CASH> 6,147
<SECURITIES> 57,766
<RECEIVABLES> 28,118
<ALLOWANCES> 361
<INVENTORY> 0
<CURRENT-ASSETS> 95,051
<PP&E> 17,197
<DEPRECIATION> 4,174
<TOTAL-ASSETS> 108,896
<CURRENT-LIABILITIES> 16,771
<BONDS> 0
0
0
<COMMON> 21
<OTHER-SE> 90,926
<TOTAL-LIABILITY-AND-EQUITY> 108,896
<SALES> 0
<TOTAL-REVENUES> 103,029
<CGS> 0
<TOTAL-COSTS> 60,607
<OTHER-EXPENSES> 32,622
<LOSS-PROVISION> 201
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 12,218
<INCOME-TAX> 4,824
<INCOME-CONTINUING> 7,394
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,394
<EPS-PRIMARY> .34
<EPS-DILUTED> .33
</TABLE>
