<PAGE> 1
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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 June 30, 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 0-22879
BIORELIANCE CORPORATION
(Exact name of the registrant as specified in its charter)
DELAWARE 52-1541583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9900 BLACKWELL ROAD
ROCKVILLE, MARYLAND 20850
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(301) 738-1000
- --------------------------------------------------------------------------------
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 NO X
-- --
As of September 4, 1997, 7,602,675 shares of registrant's Common Stock, par
value $.01 per share, were outstanding.
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BIORELIANCE CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and
June 30, 1997............................................................... 3
Consolidated Statements of Income for the Three Months
and Six Months Ended June 30, 1996 and 1997................................. 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1996 and June 30, 1997....................................... 5
Notes to Consolidated Financial Statements.................................. 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................... 8
PART II OTHER INFORMATION................................................................ 13
SIGNATURES................................................................................ 14
</TABLE>
2
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIORELIANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30,
DECEMBER 31, 1997
1996 (UNAUDITED)
----------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................................... $ 2,965 $ 2,444
Accounts receivable, net....................................................... 13,645 14,383
Other current assets........................................................... 1,204 948
Deferred income taxes.......................................................... 355 331
---------- ------------
Total current assets.................................................... 18,169 18,106
Property and equipment, net.................................................... 14,945 14,091
Intangible assets, net......................................................... 468 338
Capitalized initial public offering costs, deposits and other assets........... 246 1,511
Deferred income taxes.......................................................... 1,999 1,216
---------- ------------
Total assets............................................................ $ 35,827 $ 35,262
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.............................................. $ 1,555 $ 1,512
Accounts payable............................................................... 1,900 2,446
Accrued employee compensation and benefits..................................... 2,213 2,196
Other accrued liabilities...................................................... 2,160 2,559
Customer advances.............................................................. 4,067 3,979
Deferred income taxes.......................................................... 859 997
---------- ------------
Total current liabilities............................................... 12,754 13,689
Long-term debt................................................................. 7,082 6,283
Note payable to stockholder.................................................... 1,900 --
---------- ------------
Total liabilities....................................................... 21,736 19,972
---------- ------------
Commitments and contingencies
Stockholders' equity:
Convertible preferred stock, $.01 par value: 6,900,000 shares authorized;
6,470,121 shares issued and outstanding.................................. 65 65
Common stock, $.01 par value: 15,000,000 shares authorized; 339,930
and 364,655 shares issued and outstanding................................ 3 4
Additional paid-in capital..................................................... 20,073 20,121
Accumulated deficit............................................................ (6,211) (4,433)
Equity adjustment from foreign currency translation............................ 161 (467)
---------- ------------
Total stockholders' equity.............................................. 14,091 15,290
---------- ------------
Total liabilities and stockholders' equity.............................. $ 35,827 $ 35,262
========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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BIORELIANCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ -------------------------
1996 1997 1996 1997
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenue.................................... $ 8,635 $ 12,583 $ 16,234 $ 24,364
Expenses:
Cost of sales........................... 5,714 7,585 11,111 15,027
Selling, general and administrative..... 1,787 2,694 3,551 5,329
Research and development................ 307 323 579 626
Nonrecurring charge..................... 261 -- 261 --
---------- ---------- ----------- ----------
8,069 10,602 15,502 20,982
---------- ---------- ----------- ----------
Income from operations..................... 566 1,981 732 3,382
Interest and other expense, net............ 174 117 332 317
---------- ---------- ----------- ----------
Income before income taxes................. 392 1,864 400 3,065
Provision for income taxes................. 165 776 168 1,287
---------- ---------- ----------- ----------
Net income................................. 227 1,088 232 1,778
Preferred stock dividends.................. 35 -- 70 --
---------- ---------- ----------- ----------
Net income available to common
stockholders........................... $ 192 $ 1,088 $ 162 $ 1,778
========== ========== =========== ==========
Net income per common and common
equivalent share ...................... $ 0.04 $ 0.18 $ 0.03 $ 0.30
========== ========== =========== ==========
Weighted average common and common
equivalent shares outstanding.......... 5,156 5,889 5,154 5,878
========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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BIORELIANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------------
1996 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income......................................................................... $ 232 $ 1,778
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................................. 1,046 1,717
Loss on disposal of fixed assets............................................... -- 155
Deferred income taxes, net..................................................... 255 945
Changes in current assets and liabilities:
Accounts receivable, net................................................... (2,479) (640)
Other current assets....................................................... (19) 375
Accounts payable........................................................... 52 551
Accrued employee compensation and benefits................................. (179) (19)
Other accrued liabilities.................................................. 242 377
Customer advances.......................................................... 1,019 (15)
Capitalized initial public offering costs, deposits and other assets........... (28) (1,317)
---------- ----------
Net cash provided by operating activities............................. 141 3,907
---------- ----------
Cash flows from investing activities:
Purchases of equipment.......................................................... (722) (1,297)
---------- ----------
Cash flows from financing activities:
Proceeds from debt.............................................................. 800 --
Payments on debt................................................................ (179) (358)
Payments on note payable to stockholder......................................... -- (1,900)
Payments on capital lease obligations........................................... (352) (484)
Proceeds from exercise of stock options......................................... 9 49
---------- ----------
Net cash (used in) provided by financing activities................... 278 (2,693)
---------- ----------
Effect of exchange rate changes on cash and cash equivalents......................... 7 (438)
---------- ----------
Net decrease in cash and cash equivalents............................................ (296) (521)
Cash and cash equivalents, beginning of period....................................... 693 2,965
---------- ----------
Cash and cash equivalents, end of period............................................. $ 397 $ 2,444
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
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BIORELIANCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) DESCRIPTION OF THE BUSINESS
BioReliance Corporation (the "Company") is a contract research
organization providing nonclinical testing and contract manufacturing services
for biologics to biotechnology and pharmaceutical companies worldwide.
(2) INTERIM FINANCIAL STATEMENTS PRESENTATION
The accompanying interim financial statements are unaudited and have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") regarding interim financial
reporting. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements, and these consolidated financial statements should be
read in conjunction with the audited consolidated financial statements, and the
notes thereto, included in the Company's Registration Statement on Form S-1.
In the opinion of management, the consolidated financial statements for the
three-month and six-month periods ended June 30, 1997 and 1996 include all
adjustments that are normal and recurring which are necessary for a fair
presentation of the results of the interim periods. The results of operations
for the three-month and six-month periods ended June 30, 1997 are not
necessarily indicative of the results for the entire year ending December 31,
1997.
(3) REVENUE RECOGNITION
Revenue recognized from commercial contracts, which are principally
fixed-price or fixed-rate, is recorded using the percentage-of-completion or
the completed-contract method, depending on the nature and duration of the
contract. The percentage-of-completion method is used for nonclinical testing
services that are completed generally in greater than three days and for
manufacturing contracts that do not provide for delivery of product. The
completed-contract method is used for nonclinical testing services that are
completed generally within three days and for contract manufacturing services
that provide for delivery of product. The percentage of completion is
determined using total project costs as a cost input measure. Revenue
recognized from government contracts, which are principally
cost-plus-fixed-fee, is recognized in an amount equal to reimbursable costs
plus a pro-rata portion of the earned fee. Losses are provided for at the time
at which they become known.
(4) NET INCOME PER SHARE
Net income per share has been computed using the weighted average
common shares and common share equivalents outstanding during each period.
Common share equivalents include
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convertible preferred stock and stock options. Common share equivalents are
excluded from the computation in periods in which they have an anti-dilutive
effect, and net income available to common stockholders is adjusted accordingly
for the effect of cumulative dividends on convertible preferred stock.
Pursuant to the requirements of the SEC, common shares and common share
equivalents issued or granted by the Company at prices below the public
offering price (see Note 5) during the 12 months immediately preceding the
filing of the initial Registration Statement and through the effective date of
such Registration Statement have been calculated using the treasury stock
method based upon the initial public offering price and have been included for
all periods presented regardless of whether they are dilutive. The difference
between primary and fully diluted net income per share is not significant for
all periods presented.
(5) INITIAL PUBLIC OFFERING
On August 1, 1997, the Company completed an initial public offering of
2,102,014 shares of its common stock (plus an additional 297,986 shares by a
selling stockholder) at an offering price of $15.00 per share. On August 7,
1997, the underwriters exercised an option to purchase an additional 315,302
shares. The net proceeds to the Company from the public offering and the
exercise of the over-allotment option by the underwriters, after deducting the
underwriting discounts and commissions and estimated offering expenses payable
by the Company, were approximately $32.5 million. Upon the closing of the
offering, all outstanding shares of the Company's convertible preferred stock
were automatically converted into 4,778,072 shares of common stock.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act provides a "safe harbor"
for forward-looking statements. Certain statements included in this Quarterly
Report on Form 10-Q are forward-looking. Such forward-looking statements, in
addition to information contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Form 10-Q,
are based on the Company's current expectations and are subject to a number of
risks and uncertainties that could cause actual future results to differ
significantly from results expressed or implied in any forward-looking
statements contained herein or that may be made from time to time by, or on
behalf of, the Company. Information presented in this Form 10-Q should be read
in conjunction with the Company's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission, including the risk factors contained
therein.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996
Revenue was $12.6 million in the three months ended June 30, 1997, an
increase of 45.7% over revenue of $8.6 million in the three months ended June
30, 1996. The increase was attributable to volume growth in BioTesting
Services, the inclusion of revenue from BIOMEVA GmbH ("BIOMEVA") in the three
months ended June 30, 1997 with no corresponding BIOMEVA revenue in the same
period in the prior year (reflecting the timing of BIOMEVA's acquisition in
July 1996) and, to a lesser extent, volume growth in MAGENTA Corporation.
Cost of sales was $7.6 million in the three months ended June 30,
1997, an increase of 32.7% over cost of sales of $5.7 million in the three
months ended June 30, 1996. The increase was attributable primarily to
increased labor, materials, indirect expenses and facilities expenses related
to the revenue growth, including expenses for BIOMEVA in 1997 only.
Selling, general and administrative expense was $2.7 million in the
three months ended June 30, 1997, an increase of 50.8% over selling, general
and administrative expense of $1.8 million in the three months ended June 30,
1996. This increase was due to additional administrative and sales personnel
(including BIOMEVA in 1997 only) and increased information systems, legal and
other professional services expense.
Research and development expense was $323,000 in the three months
ended June 30, 1997, an increase of 5.2% over research and development expense
of $307,000 in the three months ended June 30, 1996. The increase primarily
was attributable to development of BioTesting processes in Europe.
In the three months ended June 30, 1996, the Company incurred a
nonrecurring charge against operations of $261,000 in connection with the
Company's settlement of a dispute with a
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landlord relating to the termination of a lease. There was no corresponding
charge in the three months ended June 30, 1997.
Operating income was $2.0 million in the three months ended June 30,
1997, an increase of 250.0% over operating income of $566,000 in the three
months ended June 30, 1996. The increase primarily was due to the increase in
revenue, an improvement in gross margin and, to a lesser extent, the
nonrecurring charge in the three months ended June 30, 1996.
Net interest and other expense was $117,000 in the three months ended
June 30, 1997, a decrease of 32.8% compared to net interest and other expense
of $174,000 in the three months ended June 30, 1996. This decrease was due to
increased interest income on a higher average cash balance.
The provision for income taxes was $776,000 in the three months ended
June 30, 1997, compared to a provision of $165,000 in the three months ended
June 30, 1996. The effective tax rate was 41.6% for the three months ended
June 30, 1997 and 42.1% for the three months ended June 30, 1996.
Net income was $1.1 million in the three months ended June 30, 1997,
an increase of 379.3% over net income of $227,000 in the three months ended
June 30, 1996. The improvement primarily was due to increased revenue and
improved gross margin.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996
Revenue was $24.4 million in the six months ended June 30, 1997, an
increase of 50.1% over revenue of $16.2 million in the six months ended June
30, 1996. The increase was attributable to volume growth in BioTesting
Services, the inclusion of revenue from BIOMEVA in the six months ended June
30, 1997 with no corresponding BIOMEVA revenue in the same period in the prior
year (reflecting the timing of BIOMEVA's acquisition in July 1996) and, to a
lesser extent, volume growth in MAGENTA Corporation.
Cost of sales was $15.0 million in the six months ended June 30, 1997,
an increase of 35.2% over cost of sales of $11.1 million in the six months
ended June 30, 1996. The increase was attributable primarily to increased
labor, materials, indirect expenses and facilities expenses related to the
revenue growth, including expenses for BIOMEVA in 1997 only.
Selling, general and administrative expense was $5.3 million in the
six months ended June 30, 1997, an increase of 50.1% over selling, general and
administrative expense of $3.6 million in the three months ended June 30, 1996.
This increase was due to additional administrative and sales personnel
(including BIOMEVA in 1997 only) and increased information systems, legal and
other professional services expense.
Research and development expense was $626,000 in the six months ended
June 30, 1997, an increase of 8.1% over research and development expense of
$579,000 in the six months ended
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June 30, 1996. The increase primarily was attributable to development of
processes for BioTesting and MAGENTA.
In the six months ended June 30, 1996, the Company incurred a
nonrecurring charge against operations of $261,000 in connection with the
Company's settlement of a dispute with a landlord relating to the termination
of a lease. There was no corresponding charge in the six months ended June 30,
1997.
Operating income was $3.4 million in the six months ended June 30,
1997, an increase of 362.0% over operating income of $732,00 in the six months
ended June 30, 1996. The increase primarily was due to an increase in revenue
and an improvement in gross margin.
Net interest and other expense was $317,000 in the six months ended
June 30, 1997, a decrease of 4.5% compared to net interest and other expense of
$332,000 in the six months ended June 30, 1996. This decrease was due to
increased interest income on a higher average cash balance offset in part by
increased bank charges.
The provision for income taxes was $1.3 million in the six months
ended June 30, 1997, compared to a provision of $168,000 in the six months
ended June 30, 1996. The effective tax rate was 42.0% for both the six months
ended June 30, 1997 and 1996.
Net income was $1.8 million in the six months ended June 30, 1997, an
increase of 666.4% over net income of $232,000 in the six months ended June 30,
1996. The improvement primarily was due to increased revenue and improved
gross margin.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had cash and cash equivalents of $2.4
million, compared to cash and cash equivalents of $3.0 million at December 31,
1996.
The Company generated cash flows from operations of $3.9 million in
the six months ended June 30, 1997, compared to $141,000 in the six months
ended June 30, 1996. Net income, as adjusted for depreciation and
amortization, loss on disposal of fixed assets and deferred income taxes,
provided $4.6 million and $1.5 million in the six months ended June 30, 1997
and 1996, respectively. The increase in depreciation and amortization in the
six months ended June 30, 1997 compared to the six months ended June 30, 1996,
was due to the addition of BIOMEVA and the expansion of the Company's
laboratory facilities. Changes in current assets and liabilities provided cash
of $629,000 in the six months ended June 30, 1997, compared to using cash of
$1.5 million in the six months ended June 30, 1996. Other long-term assets
increased by $1.3 million in the six months ended June 30, 1997, primarily due
to capitalized initial public offering costs.
Working capital decreased to $4.4 million at June 30,1997, compared to
$5.4 million at December 31, 1996. The decrease in working capital primarily
was due to increases in accounts
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payable (principally amounts payable in connection with the initial public
offering) and other accrued liabilities.
The Company invested $1.3 million in capital expenditures for the six
months ended June 30, 1997, compared to $722,000 in the six months ended June
30, 1996. The increase in capital expenditures reflects the Company's
investment in information systems and, to a lesser extent, expansion of the
Company's laboratory facilities and the related equipment.
On March 28, 1997, the Company repaid a subordinated note from Sidney
R. Knafel, the Company's majority stockholder, in the amount of $1.9 million.
This note, plus additional funding of $1.8 million provided by NationsBank,
N.A. ("NationsBank"), was used to finance the acquisition of BIOMEVA in July
1996.
Long-term debt was $6.3 million at June 30, 1997, compared to long-term
debt of $7.1 million at December 31, 1996. At June 30, 1997, $3.4 million was
outstanding under the Company's mortgage loan. The Company has extended its
revolving loan agreement with NationsBank to October 31, 1997, and the Company
intends to complete negotiations of that agreement before that date. At June
30 and September 4, 1997, there were no outstanding balances under the
revolving loan agreement with NationsBank.
On August 1, 1997, the Company completed an initial public offering of
2,102,014 shares of its Common Stock (plus an additional 297,986 shares by a
selling stockholder) at an offering price of $15.00 per share. On August 7,
1997, the underwriters exercised an option to purchase an additional 315,302
shares. The net proceeds to the Company from the public offering and the
exercise of the over-allotment option by the underwriters, after deducting the
underwriting discounts and commissions and estimated offering expenses payable
by the Company, were approximately $32.5 million. Upon the closing of the
offering, all outstanding shares of the Company's convertible preferred stock
were automatically converted into 4,778,072 shares of common stock.
At September 4, 1997, the Company had commitments to spend $1.3
million for computer systems software and integration related to the
development of new information and telecommunication systems.
The Company expects to continue expanding its operations through
internal growth, geographic expansion and possible strategic acquisitions. The
Company expects that such activities will be funded from existing cash and cash
equivalents, cash flows from operations, bank borrowing and lease financing.
Although the Company has no agreements or arrangements in place with respect to
any future acquisition, there may be acquisition or other growth opportunities
that require additional external financing, and the Company may, from time to
time, seek to obtain funds from public or private issuances of equity or debt
securities. There can be no assurances that such financing will be available
on terms acceptable to the Company.
Based on its current operating plan, the Company believes that
available cash and cash equivalents, cash flows from operations and bank
borrowings under its credit agreement will be sufficient to meet its
foreseeable cash needs.
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EFFECT OF NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128"). This statement establishes standards for computing and presenting
earnings per share ("EPS"), simplifying previous standards for computing EPS
and making them comparable to international standards. It replaces the
presentation of primary EPS with a presentation of basic EPS, and requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures. Basic EPS excludes dilution and
is computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock that then shared in the earnings of
the entity. SFAS 128 requires restatement of all prior period EPS data
presented, and is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods. Earlier application is not
permitted.
The Company will adopt this statement during the fourth quarter of
1997, as required. Accordingly, all prior period EPS data will be restated. To
illustrate the effect of adoption, the Company has elected to disclose pro
forma basic and diluted EPS amounts computed using SFAS 128, as permitted by
the standard. The pro forma basic and diluted EPS for the three months and the
six months ended June 30, 1996 and 1997 are set forth below:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- ------------------
1996 1997 1996 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Basic earnings per share $ 0.44 $ 2.07 $ 0.37 $ 3.43
Diluted earnings per share $ 0.04 $ 0.18 $ 0.03 $ 0.30
</TABLE>
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
On August 1, 1997, the Company completed an initial public offering of
2,102,014 shares of its common stock (plus an additional 297,986 shares by a
selling stockholder) at an offering price of $15.00 per share. On August 7,
1997, the underwriters exercised an option to purchase an additional 315,302
shares from the Company. The net proceeds to the Company from the public
offering and the over-allotment to the underwriters, after deducting the
underwriting discounts and commissions and estimated offering expenses payable
by the Company, were approximately $32.5 million. Upon the closing of the
offering, all outstanding shares of the Company's convertible preferred stock
were automatically converted into 4,778,072 shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
13
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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.
Dated: September 10, 1997
BioReliance Corporation
(Registrant)
By /s/ CAPERS W. MCDONALD
------------------------
Capers W. McDonald
President and Chief Executive Officer
By /s/ CARL C. SCHWAN
------------------------
Carl C. Schwan
Senior Vice President, Chief Financial Officer
Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 2ND QUARTER
10Q CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SCHEDULE S-1 REGISTRATION
STATEMENT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,444
<SECURITIES> 0
<RECEIVABLES> 14,383
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,106
<PP&E> 14,091
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,262
<CURRENT-LIABILITIES> 13,689
<BONDS> 6,283
0
65
<COMMON> 4
<OTHER-SE> 15,221
<TOTAL-LIABILITY-AND-EQUITY> 35,262
<SALES> 24,364
<TOTAL-REVENUES> 24,364
<CGS> 15,027
<TOTAL-COSTS> 15,027
<OTHER-EXPENSES> 5,955
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 317
<INCOME-PRETAX> 3,065
<INCOME-TAX> 1,287
<INCOME-CONTINUING> 1,778
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,778
<EPS-PRIMARY> 3.43
<EPS-DILUTED> .30
</TABLE>
