<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported) September 13, 1997
ARIS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Washington 0-22649 91-1497147
- ------------------------ ----------------- -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6720 Fort Dent Way, Suite 250, Seattle, Washington 98188-2555
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(206) 433-2081
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
The current report on Form 8-K of the Registrant previously filed on
September 26, 1997, is hereby amended to add thereto the following financial
statements and exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements relate to the transaction contemplated
by the Agreement and Plan of Merger by and among the Registrant, Enterprise
Computing Inc. dba Buller Owens & Associates and the stockholders of Enterprise
Computing Inc. dated September 13, 1997, pursuant to which the Registrant
acquired all of the issued and outstanding stock of Enterprise Computing Inc.
(a) Financial Statements of Business Acquired
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of
Enterprise Computing Inc. dba
Buller, Owens & Associates
New York
We have audited the accompanying balance sheet of Enterprise Computing
Inc., dba Buller, Owens & Associates as of December 31, 1996 and the related
statement of operations, changes in stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Enterprise Computing Inc.,
dba Buller, Owens & Associates as of December 31, 1996 and the results of its
operations, its changes in stockholders' equity, and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Dodd Wing & Co.
Kirkland, Washington
October 10,1997
<PAGE>
ENTERPRISE COMPUTING INC.
DBA BULLER, OWENS & ASSOCIATES
BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 98,846 $ 88,586
Accounts receivable 481,203 204,609
Inventory courseware 19,847 15,635
Loans receivable shareholder 35,790 35,790
Income tax receivable - -
Prepaid expenses 2,439 2,439
-------- --------
Total current assets 638,125 347,059
PROPERTY AND EQUIPMENT, NET 162,672 135,944
-------- --------
Total assets $800,797 $483,003
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable line of credit $ 56,449 $ 75,000
Accounts payable 141,662 91,090
Pension payable 22,904 22,904
Income tax payable 69,039 13,261
Current maturities of capital leases 25,552 14,709
Current maturities of loan payable 46,667 33,333
-------- --------
Total current liabilities 362,273 250,297
-------- --------
LONG-TERM LIABILITIES
Loan payable 93,332 41,667
Capital leases 40,714 26,790
-------- --------
134,046 68,457
-------- --------
Total liabilities 496,319 318,754
-------- --------
COMMITMENTS (NOTE 7)
STOCKHOLDERS' EQUITY
Common stock, 200 shares (no par value)
authorized; 20 shares issued and outstanding
at December 31, 1996 390 390
Retained earnings 304,088 163,859
-------- --------
Total shareholders' equity 304,478 164,249
-------- --------
Total liabilities and stockholders' equity $800,797 $483,003
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ENTERPRISE COMPUTING INC.
dba BULLER, OWENS & ASSOCIATES
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
- --------------------------------------
Six Months Six Months
Ended Year Ended Ended
June 30, December 31, June 30,
1997 1996 1996
------------ ------------ -----------
<S> <C> <C> <C>
(unaudited) (unaudited)
REVENUE
Training and consulting $1,431,174 $1,910,716 $ 670,204
---------- ---------- ---------
COST OF SALES
Training and consulting 492,451 757,086 343,602
Software 152,991 193,531 81,128
---------- ---------- ---------
Total cost of sales 645,442 950,617 424,730
---------- ---------- ---------
Gross profit 785,732 960,099 245,474
OPERATING EXPENSES
Selling, general and administration 545,183 894,820 370,521
---------- ---------- ---------
Income (loss) from operations 240,549 65,279 (125,047)
---------- ---------- ---------
OTHER INCOME (EXPENSE)
Interest (10,595) (23,162) (7,656)
Other 608 984 349
---------- ---------- ---------
Total other income (expense) (9,987) (22,178) (7,307)
---------- ---------- ---------
Income before income tax 230,562 43,101 (132,354)
INCOME TAX (EXPENSE) BENEFIT (90,333) (16,461) 51,500
---------- ---------- ---------
Net income (loss) $ 140,229 $ 26,640 $ (80,854)
========== ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ENTERPRISE COMPUTING INC.
dba BULLER, OWENS & ASSOCIATES
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------------------------
Six Months Six Months
Ended Year Ended Ended
June 30, December 31, June 30,
1997 1996 1996
----------- ----------- -----------
<S> <C> <C> <C>
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 140,229 $ 26,640 $(80,854)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Depreciation 23,071 38,601 17,879
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (276,594) (4,184) 81,821
Decrease (increase) in inventory (4,212) (15,635) -
Decrease in prepaid expenses
and other assets - 4,000 4,000
Increase in income tax receivable - - (51,364)
Increase (decrease) in accounts payable 50,570 (4,172) 7,869
Increase in pension payable - 22,904 -
Increase (decrease) in income tax payable 55,778 13,126 (135)
--------- -------- --------
Net cash provided by (used in) operating activities (11,158) 81,280 (20,784)
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to shareholders - (14,972) -
Purchase of property and equipment (49,798) (53,299) (35,205)
--------- -------- --------
Net cash used in investing activities (49,798) (68,271) (35,205)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, net 46,449 47,600 60,972
Proceeds from capital leases 33,406 26,750 31,892
Payments on capital leases (8,639) (6,101) (1,014)
--------- -------- --------
Net cash provided by financing activities 71,216 68,249 91,850
--------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 10,260 81,258 35,861
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 88,586 7,328 7,328
--------- -------- --------
Cash and cash equivalents at end of period $ 98,846 $ 88,586 $ 43,189
========= ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 10,595 $ 23,162 $ 7,656
========= ======== ========
Income taxes $ 26,408 $ - $ -
========= ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ENTERPRISE COMPUTING INC.
DBA BULLER, OWENS & ASSOCIATES
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------
Common Stock
-------------------------- Total
Shares Retained Stockholders'
Issued Amount Earnings Equity
---------- ---------- --------- -------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 20 $ 390 $137,219 $137,609
Net income 26,640 26,640
------- ------- -------- --------
BALANCE AT DECEMBER 31, 1996 20 $ 390 $163,859 $164,249
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ENTERPRISE COMPUTING INC.
dba BULLER, OWENS & ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and operations
---------------------------
Enterprise Computing Inc., dba Buller, Owens & Associates (the Company)
provides information technology training and consulting services for the
global financial community. The Company is incorporated, validly existing,
and in good standing under the laws of the state of New York. Corporate
offices are in Mid-town Manhattan, New York City.
The Company utilizes the significant accounting policies summarized below in
preparing its financial statements.
Estimates
---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and cash equivalents
-------------------------
The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents.
Inventory
---------
Inventories of courseware software products are stated at the lower of cost
or market determined on the first in first out method.
Property and equipment
----------------------
Property and equipment are stated at cost and are depreciated using
accelerated methods over the estimated useful lives of property and equipment
ranging from five to ten years.
Revenue recognition
-------------------
Revenue is recognized for education, training and consulting as services are
rendered. Tuition is recognized upon completion of classes. Tuition received
prior to the classes being held is deferred and would be presented as
deferred revenue. The Company has no deferred revenue at December 31, 1996.
Income taxes
------------
Provision for income taxes has been recorded in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under the liability method of SFAS 109, deferred tax assets and
liabilities are determined based on differences between financial reporting
and tax basis of assets and liabilities and are measured using enacted tax
rates and laws that will be in effect when differences are expected to be
recovered or settled.
Fair value of financial instruments
-----------------------------------
The carrying amount of cash and cash equivalents and other assets and
liabilities such as accounts receivable, accounts payable and accrued
liabilities as presented in the consolidated financial statements
approximates fair value based on the short-term nature of these instruments.
The recorded amount of long-term capital leases approximates fair value as
the actual interest rates approximate current competitive rates.
Quarterly unaudited financial statements
----------------------------------------
The accompanying unaudited financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission but do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements
and should, therefore, be read in conjunction with the Company's audited
financial statements and notes thereto for the fiscal year ended December 31,
1996. The accompanying statements include all normal recurring adjustments
which the Company believes necessary for a fair presentation of the
statements. The interim operating results are not necessarily indicative of
the results for the full year.
<PAGE>
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
December 31,
1996
------------
<S> <C>
Furniture and equipment $297,455
Leasehold improvements 59,521
--------
356,976
Less: accumulated depreciation (221,032)
--------
$135,944
========
</TABLE>
3. INCOME TAXES
Income tax expense consists of the following:
<TABLE>
<CAPTION>
December 31,
1996
------------
<S> <C>
Current $16,461
Deferred -
-------
Total tax expense $16,461
=======
</TABLE>
The Company had no significant temporary differences that would give rise to
deferred tax assets and liabilities at December 31, 1996.
4. NOTES PAYABLE AND LONG-TERM DEBT
At December 31, 1996, the Company had a $75,000 line of credit, with interest
at the prime rate plus 2% (10.25% at December 31, 1996). This loan was
replaced on June 11, 1997 with a $100,000 line of credit which is
collateralized by company assets and personally guaranteed by the
shareholders.
At December 31, 1996 the Company had borrowings of $75,000 outstanding on a
$100,000 term note payable. The loan calls for monthly payments of $2,778,
plus interest at the prime rate plus 2% (10.25% at December 31, 1996). The
note matures February, 1999. This bank note was replaced on June 11, 1997
with a $140,000 installment note with monthly payments of $3,889. The note is
collateralized by company assets and is personally guaranteed by the
shareholders.
Future principal payments on the long-term debt are as follows:
<TABLE>
<CAPTION>
Years Ended
December 31,
------------
<S> <C>
1997 $33,333
1998 33,335
1999 8,332
-------
$75,000
=======
</TABLE>
5. CAPITAL LEASES
The Company acquired computer equipment under long-term leases which expire
in 1999. Minimum lease payments relating to the computer equipment have been
capitalized. The leased property as of December 31, 1996 has a cost of
$47,600 and accumulated depreciation of $4,319.
<PAGE>
Future minimum lease payments under the capital leases are:
<TABLE>
<CAPTION>
Year Ending
December 31,
------------
<S> <C>
1997 $ 19,992
1998 19,992
1999 10,276
--------
50,260
Less: Amount representing interest (8,761)
--------
Present value of net minimum lease payments 41,499
Current maturities of capital leases (14,709)
--------
Long-term capital leases less current maturity $ 26,790
========
</TABLE>
6. RELATED PARTY LOANS
The Company had non-interest bearing, uncollateralized loans outstanding to
shareholders totaling $35,790 at December 31, 1996.
7. COMMITMENTS
The Company leases its office and training facilities at 45 West 45th Street,
New York, NY. The lease was entered into December 16, 1991 with an original
lease term of 10 years. The lease was amended at June 1, 1995 and extended
through September 1, 2005. The lease calls for monthly payments of rent plus
common area costs and real estate taxes.
Future minimum rental commitments under operating leases for the years ending
December 31 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1997 $ 127,335
1998 132,233
1999 139,089
2000 142,028
2001 144,966
Thereafter 573,988
----------
$1,259,639
==========
</TABLE>
8. RETIREMENT PLANS
The Company has a defined benefit pension plan that covers substantially all
employees.
9. SUBSEQUENT EVENT
On September 12, 1997 the Company issued 2.22 shares of common stock to an
employee for services.
10. AGREEMENT AND PLAN OF MERGER
On September 13, 1997, ARIS Corporation executed an Agreement and Plan of
Merger with Enterprise Computing Inc., a New York corporation doing business
as Buller, Owens & Associates, and all of the stockholders of Buller Owens.
The Agreement contemplates a state law merger under Section 368 (a) (1) (A)
of the Internal Revenue Code of 1986, as amended, pursuant to which Buller
Owens will merge with and into ARIS, with ARIS as the surviving corporation.
The Agreement contemplates closing all of the transactions contemplated by
the Merger on October 1, 1997. The Merger contemplates the exchange of all
of the issued and outstanding shares of Buller Owens in exchange for 62,531
shares of restricted ARIS common stock, no par value per share, $1,500,000
cash and warrants to purchase 20,844 shares of Restricted ARIS Stock. The
warrants are exercisable at $23.988 per share until October 1, 2004. The
selling stockholders of Buller Owens may receive up to $500,000 of
additional consideration in the Merger in the event they are able to achieve
specified performance objectives agreed to in the Agreement. Although the
Warrants and Restricted ARIS Stock issued in connection with the
<PAGE>
Merger will not be registered, the selling stockholders of Buller Owens have
been granted piggyback registration rights under the terms of a registration
rights agreement. The terms of the Agreement and registration rights
agreement were determined on the basis of arm's-length negotiations. Prior
to the execution the Agreement, neither ARIS nor any of its affiliates nor
any director or officer of ARIS or any associate of any such director or
officer, had any material relationship with Buller Owens.
<PAGE>
<TABLE>
<CAPTION>
(b) Pro Forma Financial Information
ARIS CORPORATION
Unaudited Pro Forma Combined Balance Sheet
June 30, 1997
(In thousands, except for share data)
- ---------------------------------------------------------------------------------------------------------------------
Pro forma
ARIS Buller Owens Adjustments combined
---------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $28,276 $ 99 $(1,500) [a] $26,875
Accounts receivable 9,298 481 9,779
Other current assets 1,657 58 1,715
Property and equipment 4,327 163 4,490
Intangible and other assets 3,527 2,507 [a] 6,034
Total assets $47,085 $801 $ 1,007 $48,893
======= ==== ======= =======
Current liabilities $ 7,362 $362 $ 7,724
Long-term debt and other 611 134 745
Common stock 34,626 - $ 1,312 [a] 35,938
Retained earnings 4,483 305 (305) [b] 4,483
Currency translation adjustment 3 - 3
Total liabilities and equity $47,085 $801 $ 1,007 $48,893
======= ==== ======= =======
</TABLE>
See notes to unaudited pro forma combined balance sheet and statements of
income.
<PAGE>
ARIS CORPORATION
Unaudited Pro Forma Combined Statement of Income
Six Months Ended June 30, 1997
<TABLE>
<CAPTION>
(In thousands, except for share data)
- -------------------------------------------------------------------------------------------------------------
Pro forma
ARIS Buller Owens Adjustments combined
-------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
Revenue, net:
Consulting $13,990 $ 144 $14,134
Training 8,615 1,287 9,902
Software 1,311 1,311
------- ------ ---- -------
Total revenue 23,916 1,431 25,347
Cost of sales 11,209 645 11,854
------- ------ ---- -------
Gross profit 12,707 786 13,493
Selling, general & administrative 9,104 546 $ 84 [c] 9,734
------- ------ ---- -------
Income from operations 3,603 240 (84) 3,759
Other income (expense), net 184 (10) 174
------- ------ ---- -------
Income before income tax 3,787 230 (84) 3,933
Income tax expense 1,440 90 (4) [d] 1,526
------- ------ ---- -------
Net income $ 2,347 $ 140 $(80) $ 2,407
======= ====== ==== =======
Net income per share $ 0.28 $0.28
======= =======
Weighted average number of
common and common equivalent
shares outstanding 8,457,346 8,540,721
========= =========
</TABLE>
See notes to unaudited pro forma combined balance sheet and statements of
income.
<PAGE>
ARIS CORPORATION
Unaudited Pro Forma Combined Statement of Income
Year Ended December 31, 1996
<TABLE>
<CAPTION>
(In thousands, except for share data)
- ---------------------------------------------------------------------------------------------------------------------
Pro forma
---------
ARIS Buller Owens Adjustments combined
------- ------------- ------------ ---------
<S> <C> <C> <C> <C>
Revenue, net:
Consulting $16,312 $ 192 $16,504
Training 9,385 1,719 11,104
Software 1,201 1,201
------- ------- -------
Total revenue 26,898 1,911 28,809
------- ------- -------
Cost of sales 13,446 951 14,397
Gross profit 13,452 960 14,212
Selling, general & administrative 10,206 895 $ 167 [c] 11,268
------- ------- ----- -------
Income from operations 3,246 65 (167) 3,144
Other income (expense), net 115 (22) 93
------- ------- ----- -------
Income before income tax 3,361 43 (167) 3,237
Income tax expense (benefit) 1,347 16 (1) [d] 1,362
------- ------- ----- -------
Net income $ 2,014 $ 27 $(166) $ 1,875
======= ======= ===== =======
Net income per share $0.23 $0.22
===== =====
Weighted average number of common
and common equivalent shares
outstanding 8,581,572 8,664,947
========= =========
</TABLE>
See notes to unaudited pro forma combined balance sheet and statements of
income.
<PAGE>
ARIS CORPORATION
Notes to Unaudited Pro Forma Combined Balance Sheet and Statements of Income
(in thousands)
1. BASIS OF PRESENTATION The pro forma combined balance sheet gives effect to
---------------------
the acquisition of Buller Owens & Associates as if it was consummated on
June 30, 1997. The pro forma adjustments are based on consideration
exchanged, including the estimated fair value of assets acquired,
liabilities assumed and common stock issued. The actual adjustments, which
will be based on valuation of fair value as of the date of acquisition, may
differ from that made herein. The pro forma combined statements of income
for the six months ended June 30, 1997 and the year ended December 31, 1996
give effect to the acquisition of Buller Owens & Associates as if it was
consumated on January 1, 1996.
The pro forma combined financial statements are presented for illustrative
purposes only and should not be construed to be indicative of the actual
combined results of operations as may exist in the future. The pro forma
adjustments are based on the cash and common stock consideration exchanged
by the Company for the fair value of the assets acquired and liabilities
assumed.
2. PRO FORMA ADJUSTMENTS
-----------------------
(a) To record the acquisition of Buller Owens as if it was consummated
on June 30, 1997 as follows:
Purchase price $ 2,812
Net assets acquired (as of June 30, 1997) (305)
--------
Purchase price allocated to goodwill $ 2,507
========
(b) To eliminate the equity of the acquired business.
(c) To record amortization of goodwill over fifteen years using the
straight-line method.
(d) To record income tax expense on combined pro forma income before
income tax adjusted for nondeductible goodwill amortization of $84
and $167 based on the effective tax rate of ARIS Corporation for
the six months ended June 30, 1997 and the year ended December 31,
1996 of 38% and 40% respectively.
<PAGE>
<TABLE>
<CAPTION>
(c) Exhibits.
<S> <C>
2.1* Agreement and Plan of Merger dated September 13, 1997, among
ARIS Corporation, Enterprise Computing Inc., d/b/a Buller
Owens & Associates and each of the Stockholders of Enterprise
Computing Inc.
23.1 Consent of Dodd Wing & Co.
27.1 Financial Data Schedule.
99.1* Press release issued by ARIS Corporation on September 16, 1997
</TABLE>
* Previously filed with the Registrant's Current Report on Form 8-K dated
September 13, 1997.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
ARIS CORPORATION
By: /s/ Thomas W. Averill
-----------------------------------
Thomas W. Averill
Vice President of Finance and Chief
Financial Officer
Dated: November 24, 1997
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
<S> <C>
2.1* Agreement and Plan of Merger dated September 13, 1997,
among ARIS Corporation, Enterprise Computing Inc., d/b/a
Buller Owens & Associates and each of the Stockholders of
Enterprise Computing Inc.
23.1 Consent of Dodd Wing & Co.
27.1 Financial Data Schedule
99.1* Press release issued by ARIS Corporation on September 16, 1997
</TABLE>
* Previously filed with the Registrant's Current Report on Form 8-K dated
September 13, 1997.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
ARIS Corporation
Seattle, Washington
We hereby consent to the incorporation by reference in the Current Report on
Form 8-K Amendment No. 1 of ARIS Corporation of our report dated October 10,
1997, with respect to the financial statements of Enterprise Computing Inc. dba
Buller Owens & Associates.
Dodd Wing & Co.
Kirkland, Washington
November 25, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BULLER
OWENS FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997
<PERIOD-START> JAN-01-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 JUN-30-1997
<CASH> 88,586 98,846
<SECURITIES> 0 0
<RECEIVABLES> 204,609 481,203
<ALLOWANCES> 0 0
<INVENTORY> 15,635 19,847
<CURRENT-ASSETS> 347,059 638,125
<PP&E> 135,944 162,672
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 483,003 800,797
<CURRENT-LIABILITIES> 250,297 362,273
<BONDS> 0 0
0 0
0 0
<COMMON> 390 390
<OTHER-SE> 163,859 304,088
<TOTAL-LIABILITY-AND-EQUITY> 483,003 800,797
<SALES> 1,910,716 1,431,174
<TOTAL-REVENUES> 1,910,716 1,431,174
<CGS> 950,617 645,442
<TOTAL-COSTS> 1,845,437 1,190,625
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 22,178 9,987
<INCOME-PRETAX> 43,101 230,562
<INCOME-TAX> 16,461 90,333
<INCOME-CONTINUING> 26,640 140,229
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 26,640 140,229
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
