<PAGE>
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 30, 1998
OR
[] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file no. 0-28830
The Metzler Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 36-4094854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
615 North Wabash Avenue, Chicago, Illinois 60611
(Address of principal executive office, including zip code)
(312) 573-5600
(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 October 30, 1998, the Registrant had outstanding 36,376,487 shares
of its $.001 par value Common Stock.
<PAGE>
THE METZLER GROUP, INC.
Quarter Ended September 30, 1998
INDEX
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION PAGE
<S> <C>
Item 1 Financial Statements
Consolidated Balance Sheets as of September 30,
1998 (unaudited) and December 31, 1997.................. 3
Consolidated Statements of Operations and
Comprehensive Income for the three months ended
September 30, 1998 and 1997 (unaudited) ................ 4
Consolidated Statements of Operations and
Comprehensive Income for the nine months ended
September 30, 1998 and 1997 (unaudited) ................ 5
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1998 and 1997 (unaudited).... 6
Notes to Consolidated Financial Statements
(unaudited) ............................................ 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 9
Part II - OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders..... 12
Item 6 Exhibits and Reports on Form 8-K ....................... 13
SIGNATURES ....................................................... 14
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
THE METZLER GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .................. $ 70,197 $ 45,867
Accounts receivable, net ................... 77,439 59,397
Prepaid expenses and other ................. 6,239 3,337
-------- --------
Total current assets ................... 153,875 108,601
Property and equipment, net .................... 20,107 13,769
Other non-current assets, net .................. 2,072 2,073
-------- --------
Total assets ................................... $176,054 $124,443
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt ............................ $ 7,910 $ 8,070
Accounts payable and accrued liabilities ... 18,785 10,458
Accrued compensation and project costs ..... 28,011 17,075
Income taxes payable ....................... 2,379 3,800
Deferred income taxes ...................... 3,780 1,500
Stockholder distribution payable ........... -- 5,357
Other current liabilities .................. 12,447 4,072
-------- --------
Total current liabilities................ 73,312 50,332
Deferred income taxes .......................... 4,232 3,951
Other non-current liabilities .................. 693 1,488
-------- --------
Total liabilities ....................... 78,237 55,771
-------- --------
Stockholders' equity:
Preferred Stock ............................ -- --
Common stock ............................... 36 34
Additional paid-in capital ................. 78,971 56,580
Notes receivable from stockholders ......... (633) (2,755)
Retained earnings .......................... 19,492 14,870
Accumulated other comprehensive income ..... (49) (57)
-------- --------
Total stockholders' equity ............. 97,817 68,672
-------- --------
Total liabilities and stockholders' equity ..... $176,054 $124,443
======== ========
</TABLE>
3
<PAGE>
THE METZLER GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30
------------------
1998 1997
------- -------
<S> <C> <C>
Revenues ................................................. $68,311 $49,964
Cost of services ..................................... 39,320 28,145
------- -------
Gross profit ............................................. 28,991 21,819
General and administrative expenses .................. 13,304 13,991
Merger-related costs ................................. 12,778 1,312
------- -------
Operating income ......................................... 2,909 6,516
Other income, net .................................... (538) (105)
------- -------
Income before income tax expense ......................... 3,447 6,621
Income tax expense ................................... 10,420 1,492
------- -------
Net income (loss) .................................... $(6,973) $ 5,129
======= =======
Earnings per common share:
Net income (loss) per basic share .................... $ (0.19) $ 0.16
Shares used in computing net income (loss) per basic
share .............................................. 36,129 31,722
Net income (loss) per dilutive share ................. $ (0.19) $ 0.16
Shares used in computing net income (loss) per
dilutive share ..................................... 36,129 32,281
Pro forma income data (unaudited):
Net income (loss) as reported ........................ $(6,973) $ 5,129
Pro forma adjustments to income tax expense .......... 7,200 (1,223)
------- -------
Pro forma net income ............................. $ 227 $ 3,906
======= =======
Pro forma net income per basic share ............. $ .01 $ 0.12
Pro forma net income per dilutive share .......... $ .01 $ 0.12
Other comprehensive income:
Foreign currency translation adjustments ................. $ 17 $ --
Comprehensive income ..................................... $(6,956) $ 5,129
</TABLE>
4
<PAGE>
THE METZLER GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30
-------------------
1998 1997
-------- --------
<S> <C> <C>
Revenues............................................... $193,983 $142,096
Cost of services..................................... 112,358 83,214
-------- --------
Gross profit........................................... 81,625 58,882
General and administrative expenses.................. 46,938 39,179
Merger-related costs................................. 12,778 1,312
-------- --------
Operating income....................................... 21,909 18,391
Other income, net.................................... (1,878) (1,232)
-------- --------
Income before income tax expense....................... 23,787 19,623
Income tax expense................................... 18,444 4,196
-------- --------
Net income........................................... $ 5,343 $ 15,427
======== ========
Earnings per common share:
Net income per basic share........................... $ 0.15 $ 0.49
Shares used in computing net income per basic share.. 35,590 31,690
Net income per dilutive share........................ $ 0.15 $ 0.48
Shares used in computing net income per dilutive
share.............................................. 36,540 32,098
Pro forma income data (unaudited):
Net income as reported............................... $ 5,343 $ 15,427
Pro forma adjustment to executive compensation
expense, net of tax................................ 2,267 --
Pro forma adjustment to income tax expense........... 7,200 (3,849)
-------- --------
Pro forma net income............................... $ 14,810 $ 11,578
======== ========
Pro forma net income per basic share............... $ 0.42 $ 0.37
Pro forma net income per dilutive share............ $ 0.41 $ 0.36
Other comprehensive income:
Foreign currency translation adjustments............... $ 8 $ --
Comprehensive income................................... $ 5,351 $ 15,427
</TABLE>
5
<PAGE>
THE METZLER GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................. $ 5,343 $ 15,427
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization .......................... 3,796 2,601
Gain on sale of property ............................... (310) --
Deferred income taxes .................................. 2,560 (18)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net ........................... (18,042) (9,568)
Prepaid expenses and other ......................... (2,712) (215)
Accounts payable and other accrued liabilities ..... 8,327 (32)
Accrued compensation and project costs ............. 10,936 7,131
Income taxes payable ............................... (1,420) 1,117
Other current liabilities .......................... 8,232 (1,233)
--------- ---------
Net cash provided by operating activities ...................... 16,710 15,210
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment ......................... (10,355) (5,870)
Proceeds from sale of property ............................. 402 --
Other, net ................................................. (646) (158)
--------- ---------
Net cash used in investing activities .......................... (10,599) (6,028)
--------- ---------
Cash flows from financing activities:
Issuance of common stock ................................... 39,831 449
Payment of short term debt ................................. (216) (2,885)
Purchase of dissenting shares issued in business
combinations ............................................. (18,851) (8,868)
Payment of pre-acquisition undistributed income to former
stockholders ............................................. (6,079) (8,287)
Collection of notes receivable from stockholders............ 2,122 148
Other, net ................................................. 1,412 (140)
--------- ---------
Net cash provided by (used in) financing activities ............ 18,219 (19,583)
--------- ---------
Net increase (decrease) in cash and cash equivalents ........... 24,330 (10,401)
Cash and cash equivalents, beginning of period ................. 45,867 33,699
--------- ---------
Cash and cash equivalents, end of period ....................... $ 70,197 $ 23,298
========= =========
Supplemental information:
Interest payments .......................................... $ 562 $ 274
Income tax payments ........................................ $ 15,783 $ 2,827
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
THE METZLER GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited interim consolidated financial statements of The
Metzler Group, Inc. (the Company) have been prepared pursuant to the rules 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, consisting of normal recurring adjustments, which are, in the
opinion of management, necessary for a fair presentation of results for these
interim periods.
The results of operations for the nine months ended September 30, 1998 are
not necessarily indicative of the results to be expected for the entire fiscal
year ending December 31, 1998.
These financial statements should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto for the year ended
December 31, 1997, included in the Annual Report on Form 10-K filed by the
Company with the Securities and Exchange Commission on March 31, 1998.
The Company has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" as of January 1, 1998. Required changes
are reported in the Consolidated Statement of Operations and Comprehensive
Income and Consolidated Balance Sheets.
Note 2. Business Combinations
On July 31, 1997, the Company issued 3.2 million shares of common stock
for substantially all the outstanding common stock of Resource Management
International, Inc. (RMI). Additionally, on August 15, 1997, the Company issued
0.8 million shares of common stock for substantially all of the outstanding
common stock of Reed Consulting Group, Inc. (Reed). Each of these transactions
was accounted for as a pooling of interests and, accordingly, the consolidated
financial statements have been restated as if the companies had been combined
for all periods presented. The Company's consolidated statements of operations
and comprehensive income for the three months and nine months ended September
30, 1997 have been restated to reflect revenues of $4,710 and $28,906,
respectively, and net income of $417 and $1,529, respectively, for the
operations of RMI and Reed combined through the dates of acquisition.
On August 19, 1998, the Company issued 7.3 million shares of common stock
for substantially all the outstanding common stock of LECG, Inc. (LECG).
Additionally, on August 31, 1998, the Company issued 5.6 million shares of
common stock for substantially all of the outstanding common stock of Peterson
Consulting L.L.C., (Peterson). Each of these transactions was accounted for as a
pooling of interests and, accordingly, the consolidated financial statements
have been restated as if the companies had been combined for all periods
presented. The Company's consolidated statements of operations and comprehensive
income for the three months and nine months ended September 30, 1998 have been
restated to reflect revenues of $25,288
7
<PAGE>
and $97,910, respectively and net income of $2,411 and $6,070, respectively
for the aggregate of the operations of LECG and Peterson combined.
The Company incurred significant costs and expenses in connection with these
acquisitions, including legal and accounting, and other various expenses. These
costs and expenses were recorded in the consolidated statements of operations
and comprehensive income during the third quarter in each of the years 1997 and
1998.
During the second quarter of 1998, the Company completed mergers with
American Corporate Resources, Inc., AUC Management Consultants, Inc., Hydrologic
Consultants, Inc. and Vision Trust, Inc. During the third quarter of 1998, the
Company completed mergers with Saraswati Systems Corporation, Inc. and Applied
Health Outcomes, Inc. All of these companies will operate as divisions of
existing operating companies. Each of these transactions was accounted for
utilizing the pooling of interest method of accounting. The consolidated
financial statements have not been restated since these acquisitions were deemed
immaterial, individually and in the aggregate.
Note 3. Pro Forma Net Income
Pro forma net income for the three month and nine month periods ended
September 30, 1997 has been adjusted to reflect a provision for income taxes
assuming a tax rate of 41% that would have been recorded had LECG and Peterson
been taxable entities during those periods.
Pro forma net income for the nine months ended September 30, 1998 has been
adjusted to reflect the impact of a Peterson executive compensation plan adopted
pursuant to the acquisition. This pro forma adjustment, net of related tax
effects, is shown solely as a result of changes in compensation that exist
following consummation of the merger. These changes would have resulted in
reduced compensation in these prior periods for Peterson executives, although
their duties and responsibilities would have been largely unchanged.
Pro forma net income for the three month and nine month periods ended
September 30, 1998 has been adjusted to eliminate the effect of a one-time, non-
cash charge to income tax expense of $7.2 million which resulted from the
acquisition of Peterson. Prior to its acquisition by the Company, Peterson was a
limited liability company. Accordingly, the income of Peterson was reported on
the individual income tax returns of its members and federal income taxes, as
well as certain state income taxes, were the responsibility of its members.
Peterson's status as a limited liability company terminated prior to its
acquisition by the Company, thereby subjecting Peterson's income to federal and
certain state income taxes at the corporate level. The Company has applied the
provisions of Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes," and has converted from the modified cash basis to
the accrual basis for tax purposes. Due to temporary differences in recognition
of revenue and expense, income for financial reporting purposes has exceeded
income for tax reporting purposes. The conversion to accrual basis, along with
these temporary differences, resulted in the recognition of the one-time, non-
cash charge of $7.2 million.
8
<PAGE>
Item 2.
THE METZLER GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended by Public Law 104-67. Forward-looking statements may be
identified by words including "anticipate," "believe," "intends," "estimates,"
"expect" and similar expressions. The Company cautions readers that forward-
looking statements, including without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity, and
income, are subject to risks and uncertainties that could cause actual results
to differ materially from those indicated in the forward looking statements, due
to important risks and factors herein identified or identified from time to time
in the Company's reports filed with the SEC.
Results of Operations
Revenues. Revenues increased by 37% to $68.3 million in the three months
ended September 30, 1998 from $50.0 million for the same period in 1997.
Revenues for the first nine months of 1998 increased by 37% to $194.0 million
compared to $142.1 million in the corresponding period in 1997. The growth in
revenue was primarily due to expansion of services provided to existing clients
and engagements with new clients, as a result of continued strong demand for
management consulting services in energy based and other network and regulated
industries, increased selling and business development efforts and immaterial
acquisitions.
Gross Profit. Gross profit consists of revenues less cost of services,
which includes consultant salaries, benefits and travel-related direct project
expenses. Gross profit increased 33% to $29.0 million in the third quarter of
1998 from $21.8 million in the third quarter of 1997. For the first nine months
of 1998, gross profit increased 39% to $81.6 million from $58.9 million in the
comparable 1997 period. Gross profit as a percentage of revenues was 42% in the
three and nine month periods ended September 30, 1998, compared to 44% and 41%
for the three and nine month periods ended September 30, 1997, respectively. For
the third quarter of 1997, gross margin as a percentage of revenue was above the
average for the other periods due to unusually high utilization rates.
General and Administrative Expenses. General and administrative expenses
include salaries and benefits of management and support personnel, facilities
costs, training, direct selling, outside professional fees and all other
corporate costs. General and administrative expenses for the three month and
nine month periods ended September 30, 1998 were $13.3 million and $46.9
million, respectively, or 19% and 24% of revenues, respectively. In the
corresponding periods in 1997, general and administrative expenses were $14.0
million and $39.2 million, or 28% of revenues for both the quarter and
the nine month period. The percentage decrease of general and administrative
costs is principally due to decreases
9
<PAGE>
in executive incentive compensation at companies acquired in 1997. In the
current period the Company also realized some improvement in general and
administrative expenses as a percent of revenue attributable to economies of
scale, increased efficiencies in certain support functions, reduction of
administrative headcount and closing certain facilities at the beginning of
1998.
Merger-Related Costs. In the third quarter of 1998, the Company incurred
merger-related costs of $12.8 million related to the acquisitions of LECG and
Peterson, which were accounted for as poolings of interests. These costs include
legal, accounting and other transaction related fees and expenses, as well as
restructuring accruals to consolidate certain facilities. In the prior year
period, the Company incurred legal, accounting and other transaction related
fees and expenses of $1.3 million related to the acquisitions of RMI and Reed,
which were accounted for as poolings of interests.
Other Income, Net. Other income, net includes interest expense, interest
income and other non-operating income and expenses. Other income, net for the
third quarter of 1998 was $0.5 million versus $0.1 million in the comparable
quarter last year. In the nine month period ended September 30, 1998, other
income, net was $1.9 million verses $1.2 million in the corresponding period in
1997. The increase is the result of higher interest income due to larger average
cash balances outstanding during the period and a reduction in interest expense.
Income Tax Expense. The Company's effective income tax rate was 78% for the
first nine months of 1998. The effective rate for this period would be 39.5%
excluding the effect of the one-time, non-cash charge to income tax expense of
$7.2 million related to the creation of a deferred income tax account triggered
by the acquisition of Peterson and the effect of certain merger-related expenses
resulting from the acquisitions of LECG and Peterson that are not tax
deductible. The Company's effective income tax rate was 21% for the first nine
months of 1997. The effective rate would have been 39.1% including federal and
certain state income taxes that would have been required had LECG and Peterson
been taxable entities during this period.
Liquidity and Capital Resources
Net cash provided by operating activities was $16.7 million for the first nine
months of 1998. For the period, the primary sources of cash provided by
operating activities were net income of $5.3 million, non-cash depreciation of
$3.8 million and increases in Accounts Payable and Accrued Liabilities of $8.3
million, Accrued Compensation and Project Costs of $10.9 million, and Other
Current Liabilities of $8.2 million. These increases in liabilities were due to
the higher volume of business in the period and to various merger-related costs
associated with the third quarter transactions which remained unpaid at the end
of the period. Cash flow from operations was also positively affected by a non-
cash, non-recurring deferred tax charge of $7.2 million, which was partially
offset by reductions in income taxes payable due to payment of estimated third
quarter taxes prior to period end. These positive cash flow items were
partially offset by increases of $18.0 million in accounts receivable and $2.7
million in prepaid expenses and other assets.
Year to date investing activities used net cash flows of $10.6 million,
principally to support growth in personnel and services. These investments
included leasehold improvements, furniture and equipment for new leased
facilities, additional computer and related equipment for provision of
information management consulting services by Peterson, and the purchase of, and
related improvements to a corporate headquarters for the Company in Chicago.
Financing activities provided net cash flows of $18.2 million in the first
nine months of 1998. In March 1998, the Company sold 1.5 million shares of
common stock in a secondary offering, raising approximately $36.0 million, net
of related offering costs. The Company received an additional $6.4 million from
transactions related to option exercises, the Employee stock purchase plan, and
notes receivable from stockholders. Cash flows used by financing activities
included $18.9 million for the purchase of certain minority interests of LECG
and Peterson. There were also $6.1 million in payments of pre-acquisition,
undistributed income to former shareholders of acquired companies.
As of September 30, 1998, the Company had approximately $70.1 million in cash
and cash equivalents, resulting principally from: (1) cash flows from
operations; (2) the Company's initial public offering of common stock in October
1996; (3) the initial public offering of LECG in December 1997; and (4) the
Company's follow-on offering in February 1998. The Company believes that current
cash and cash equivalents, together with the net proceeds to the Company in the
follow-on offering expected in November 1998 will provide adequate cash to fund
its anticipated cash needs over at least the next twelve months.
In general, the Company's internal information systems are Year 2000
compliant. The Company does not expect to incur any additional costs for the
purpose of Year 2000 compliance.
10
<PAGE>
Recently Issued Financial Accounting Standards
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information," was issued in June 1997. The
Company will be required to adopt the new standard for the year ending December
31, 1998, although early adoption is permitted. This statement requires use of
the "management approach" model for segment reporting. The management approach
model is based on the way the Company's management organizes segments within the
Company for making operating decisions and assessing performance. Reportable
segments are based on products and services, geography, legal structure,
management structure, or any other manner in which management disaggregates a
company. The Company does not believe that this statement will have a material
impact on its financial reporting.
11
<PAGE>
PART II-OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On August 19, 1998, The Metzler Group, Inc. held a Special Meeting of
Stockholders to vote upon and approve a proposal for the issuance of shares of
Metzler common stock in connection with the acquisition by merger of LECG, Inc.,
a California corporation, pursuant to an Agreement and Plan of Merger dated as
of July 1, 1998. A Joint Proxy Statement-Prospectus related to this matter was
filed with the Commission on July 24, 1998. The voting results were as follows:
<TABLE>
<CAPTION>
Number Percent
---------- -------
<S> <C> <C>
For the Proposal 15,171,856 99.7%
Against the Proposal 31,882 0.3%
Withheld 269 0.0%
</TABLE>
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K.
On September 3, 1998, the Company filed with the Securities and Exchange
Commission, an interim report on Form 8-K describing the acquisitions of LECG,
Inc. and Peterson Consulting L.L.C. ("PCLLC"), an Illinois Limited Liability
Company doing business as Peterson Worldwide LLC.
13
<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.
THE METZLER GROUP, INC.
Date: November 5, 1998 By: /s/ Robert P. Maher
----------------------------------
Robert P. Maher
Chairman of the Board, President and
Chief Executive Officer
Date: November 5, 1998 By: /s/ James F. Hillman
-----------------------------------
James F. Hillman
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> SEP-30-1998 SEP-30-1997
<CASH> 70,197 23,298
<SECURITIES> 0 0
<RECEIVABLES> 87,517 61,938
<ALLOWANCES> (10,078) (5,454)
<INVENTORY> 0 0
<CURRENT-ASSETS> 153,875 58,240
<PP&E> 37,872 30,629
<DEPRECIATION> (17,765) (19,374)
<TOTAL-ASSETS> 176,054 65,030
<CURRENT-LIABILITIES> 73,312 22,350
<BONDS> 0 0
0 0
0 0
<COMMON> 36 32
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 176,054 65,030
<SALES> 193,983 142,096
<TOTAL-REVENUES> 193,983 142,096
<CGS> 112,358 83,214
<TOTAL-COSTS> 172,074 123,705
<OTHER-EXPENSES> (1,878) (1,232)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 23,787 19,623
<INCOME-TAX> 18,444 4,196
<INCOME-CONTINUING> 5,343 15,427
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 5,343 15,427
<EPS-PRIMARY> 0.15 0.49
<EPS-DILUTED> 0.15 0.48
</TABLE>
