UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
(X) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
( ) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number 0-13084
WARRANTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3178732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Atlantic Street, Stamford, CT 06901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 203) 975-1100
(Former name, former address and former fiscal year, if changed since
last year)
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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at September 30, 1996_
Common stock, par value $.007 per share 13,083,588 shares
<PAGE>
WARRANTECH CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1996
(Unaudited)
I N D E X
Page No.
PART I - Financial Information:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet at September 30, 1996
Unaudited) and March 31, 1996............................. 3
Condensed Consolidated Statement of Operations
For the Six and Three Months Ended September 30, 1996
and 1995 (Unaudited) .................................... 4
Condensed Consolidated Statement of Cash Flows
For the Six Months Ended September 30, 1996
and 1995 (Unaudited) ..................................... 5
Notes to Condensed Consolidated Financial Statements ..... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............ 8
PART II - Other Information 10
Signatures ......................................................... 13
Page 2
<PAGE>
WARRANTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
A S S E T S
September 30, March 31,
1996 1996
-------------- -------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $13,087,618 $11,859,487
Investments in marketable securities 632,360 824,648
Accounts receivable, (net of allowances of
$272,427 and $450,092, respectively) 19,568,627 16,160,209
Other receivables, net 4,653,133 8,610,919
Prepaid expenses, prepaid income taxes and
other current assets 1,446,184 988,936
-------------- -------------
Total Current Assets 39,387,922 38,444,199
-------------- -------------
Property and Equipment, net 8,068,311 6,802,798
-------------- -------------
Other Assets:
Excess of cost over fair value of assets acquired,
( net of accumulated amortization of
$3,407,332 and $3,170,089, respectively) 3,881,300 4,118,544
Investment in and advances to joint venture - 1,885,674
Deferred income taxes 1,312,534 2,031,535
Investments in marketable securities 1,820,355 1,363,047
Certificates of deposit and cash trust fund-restricted 700,000 700,000
Split dollar life insurance policies 757,505 683,893
Notes receivable - long-term 75,924 87,760
Collateral security fund 199,389 199,389
Other assets 241,170 296,871
-------------- -------------
Total Other Assets 8,988,177 11,366,713
-------------- -------------
Total Assets $56,444,410 $56,613,710
============== =============
</TABLE>
<TABLE>
<CAPTION>
Liability and Common Shareholders' Equity
September 30, March 31,
1996 1996
------------- ------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Current maturities of long-term debt and capital
lease obligations $ 1,666,990 $ 648,650
Insurance premiums payable 16,743,695 16,247,247
Income taxes payable 76,846 1,795,018
Accounts and commissions payable 5,047,187 4,809,527
Accrued expenses and other current liabilities 2,150,011 1,722,545
------------- -------------
Total Current Liabilities 25,684,729 25,222,987
------------- -------------
Deferred Revenues 4,277,290 3,654,794
------------- -------------
Long-Term Debt and Capital Lease Obligations 2,560,732 1,124,015
------------- -------------
Deferred Rent Payable 703,402 534,620
------------- -------------
Convertible Exchangeable Preferred Stock- $.0007 par Value
Authorized, 15,000,000 shares
Issued and outstanding -0 at September 30, 1996 and
3,234,697 shares at March 31, 1996
(Redemption value - $6,430,000) - 6,420,363
------------- -------------
Common Stockholders' Equity:
Common stock - $.007 par value
Authorized - 30,000,000 shares
Issued and outstanding - 13,083,588 shares
at September 30, 1996 and
13,082,181 shares at March 31,1996 89,385 89,375
Additional paid-in-capital 12,212,641 12,212,641
Net unrealized gain (loss) on investments,
net of income taxes
of $10,389 and $4,389, respectively 16,261 (15,031)
Accumulated translation adjustments (12,175) (10,520)
Retained earnings 11,354,396 7,843,332
------------- -------------
23,660,508 20,119,797
Less: Deferred compensation (49,501) (70,116)
Treasury stock - at cost, 93,000 shares
at September 30,1996 and March 31, 1996 (392,750) (392,750)
------------- -------------
Total Common Stockholders' Equity 23,218,257 19,656,931
------------- -------------
Total Liabilities and Common Stockholders' $ 56,444,410 $ 56,613,710
Equity ============= =============
<FN>
See accompanying notes to condensed consolidated financial statements
</FN>
</TABLE>
Page 3
<PAGE>
WARRANTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended For the Three Months Ended
September 30, September 30,
-------------------------------------- ----------------------------------
1996 1995 1996 1995
------------------ ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Gross revenues $74,663,459 $43,934,597 $38,663,434 $23,780,262
Net increase in deferred revenues ( 622,008) ( 522,764) ( 254,308) ( 362,650)
------------------ ---------------- ----------------- ---------------
Net revenues 74,041,451 43,411,833 38,409,126 23,417,612
------------------ ---------------- ----------------- ---------------
Costs and expenses:
Direct costs 53,518,931 28,254,675 27,345,232 15,715,737
Service, selling, and general and administrative 16,024,164 11,469,859 8,613,528 5,897,130
Provision for bad debt expense 41,156 137,456 - 27,920
Depreciation and amortization 1,110,278 651,742 590,390 365,918
----------------- ---------------- ----------------- --------------
Total costs and expenses 70,694,529 40,513,732 36,459,150 22,006,705
------------------ ---------------- ----------------- ------------
Income from operations 3,346,922 2,898,101 1,859,976 1,410,907
------------------ ---------------- ----------------- ------------
Gain on sale of equity joint venture 1,876,480 - - -
Other income, net 175,886 535,479 72,866 215,266
Equity in operations of joint venture - ( 947,593) - ( 530,688)
----------------- ---------------- ----------------- ------------
Total other income (expenses) 2,052,366 ( 412,114) 72,866 ( 315,422)
------------------ ---------------- ----------------- ------------
Income before provision for income taxes 5,399,288 2,485,987 1,932,842 1,095,485
Provision for income taxes 1,964,973 1,228,024 617,762 487,982
================== ================ ================= ============
Net income $ 3,434,315 $ 1,257,963 $ 1,315,080 $ 607,503
================== ================ ================= ============
Earnings per share:
Primary $.24 $.08 $.09 $.04
Fully Diluted $.22 $.07 $.09 $.04
Weighted average number of shares outstanding:
Primary 14,514,255 15,715,006 14,718,305 15,727,172
Fully Diluted 15,361,778 16,942,852 15,361,778 16,942,539
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
Page 4
</TABLE>
<PAGE>
WARRANTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended September 30,
----------------------------------------------
1996 1995
--------------------- ---------------------
<S> <C> <C>
Net cash provided by operating activities $ 4,378,428 $ 4,760,632
--------------------- ---------------------
Cash flows from investing activities:
Purchase of property and equipment ( 2,080,423) ( 1,988,507)
Investment in marketable securities ( 498,643) ( 330,880)
Proceeds from sale of marketable securities 275,162 1,216,742
Purchase of Home Guarantee Corporation Plc, net of cash
acquired - ( 680,923)
--------------------- ---------------------
Net cash used in investing activities ( 2,303,904) ( 1,783,568)
--------------------- ---------------------
Cash flows from financing activities:
Proceeds from borrowings - 805,821
Repayments of borrowings ( 858,229) ( 415,509)
Decrease (increase) in notes receivable 11,836 ( 35,680)
Purchase of treasury stock - ( 29,585)
--------------------- ---------------------
Net cash (used in) provided by financing activities ( 846,393) 325,047
--------------------- ---------------------
Net increase in cash and cash equivalents 1,228,131 3,302,111
Cash and cash equivalents at beginning of period 11,859,487 3,039,361
--------------------- ---------------------
Cash and cash equivalents at end of period 13,087,618 $ 6,341,472
===================== =====================
Supplemental Cash Flows Information:
Cash Payments for the Periods:
Interest $ 151,306 $ 27,255
===================== =====================
Income taxes $ 2,982,825 $ 775,350
===================== =====================
Noncash Investing and Financing Activities:
Gain on sale of investment in joint venture $ 1,876,480 $ -
Purchase of preferred stock (6,420,363) -
Note issued in connection with purchase of preferred stock 2,395,960 -
Capital lease obligations incurred 917,326 18,765
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
Page 5
<PAGE>
WARRANTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(Unaudited)
1. THE COMPANY
Warrantech Corporation, ("Warrantech" or the "Company"), through its wholly
owned subsidiaries Warrantech Automotive, Inc., Warrantech Consumer Product
Services, Inc., Warrantech Direct, Inc., Warrantech Home Service Company and
Warrantech International, Inc. markets and administers service contract
programs for retailers, distributors and manufacturers of automobiles,
recreational vehicles, automotive components, homes, home appliances, home
entertainment products, computers and peripherals, and office and
communication equipment in the United States, Puerto Rico, Latin America,
Mexico, Canada and the United Kingdom. Additionally, third-party
administrative services are provided to manufacturers of consumer and
automotive products and other business entities requiring such services.
The predominant terms of the contracts and manufacturer's warranties range from
twelve (12) to eighty-four (84) months.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the quarter ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending March 31, 1997. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the year ended March 31, 1996.
3. JOINT VENTURE
In July, 1993, the Company and American International Group Inc. ("AIG") formed
a corporate joint venture, Techmark Services Ltd. ("Techmark" or the "Joint
Venture") owned fifty-one percent (51%) by AIG and forty-nine percent (49%) by
the Company.
Page 6
<PAGE>
In conjunction with the foregoing alliance, in October, 1993, AIG purchased,
for a price of $6,430,000, options and a special issue of preferred stock which
was convertible into an issue of new shares of common stock which, subsequent
to its issuance, would be equivalent to twenty percent (20%) of the Company's
issued and outstanding common stock. Under the terms of this purchase
agreement, AIG had the right to purchase an increased interest in the Company,
to a maximum of thirty percent (30%) of the Company's issued and outstanding
common stock, if certain operating goals were achieved by the Company.
On April 18, 1996, the Company and AIG consummated an agreement for the
termination of the Techmark Joint Venture (the "Agreement"). Under the terms
of the Agreement, AIG agreed to purchase the Company's forty-nine (49%)
interest in the Joint Venture for $3,762,154 and the Company agreed to
repurchase the 3,234,697 shares of convertible preferred stock held by AIG for
its original redemption value of $6,430,000 and further relinquish their rights
to other options under the original agreement. As a result of this
transaction, the Company no longer has any investment in or liability to the
Joint Venture and will no longer record any equity in the operations of the
Joint Venture. The redemption value will be offset by the amount due the
Company from the sale of its investment, with the net amount due AIG of
$2,395,960 resulting in a three year, non-interest bearing note payable in 11
equal quarterly installments of $205,000 commencing June 30, 1996 with a final
installment of $140,960 due March, 1999. In the event of default by the
Company under the note payable, the Company would be required to reissue to
AIG preferred stock for the remaining amount due at the default date.
At March 31, 1996, the Company's carrying value of its investment amounted to
$1,885,674 which resulted in a gain on the sale of the investment of
$1,876,480, recognized in the first quarter of fiscal 1997.
Also, as part of the agreement, AIG paid the Company $1,480,000 related to
amounts due the Company as of March 31, 1996, under its profit sharing
arrangement. In connection with this payment, the Company issued an
irrevocable letter of credit to the benefit of AIG through December 2002 which
can be drawn upon by AIG in the event the ultimate profit sharing amount due
the Company is less than the amount previously paid. It is anticipated at this
time that no amounts will be due AIG under the letter of credit.
Page 7
<PAGE>
WARRANTECH CORPORATION AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Gross revenues for the six month and three month periods ended September 30,
1996 amounted to $74,663,459 and $38,663,434, respectively as compared with
$43,934,597 and $23,780,262 for the same periods a year ago representing a
70% and 63% increase for those periods, respectively. The increases in the six
and three month periods are directly attributable to approximately $17 million
and $10 million, respectively, related to new customers in both the consumer
product and automotive programs and approximately $14 million and $5 million,
respectively, related to volume increases with existing customers and renewals.
Included in the six and three month periods last year is a one time gain of
approximately $.5 million related to the accession of a portfolio of business
from a new customer. Revenues of Warrantech Europe (formerly Home Guarantee
Corporation Plc acquired July 1995) were insignificant to consolidated gross
revenues for the six and three month periods ended September 30, 1996.
The net increase in deferred revenues for the six month period ended
September 30, 1996 as compared with the same period a year ago is directly
attributable to the increased number of service contracts sold with a service
period greater than one year during that period of time offset in part by
amounts earned on expiring contracts during the same period. The decrease in
the net change in deferred revenues for the three month period ended
September 30, 1996 is attributable to the mix and volume of contracts for the
three month period as compared with the same period a year ago.
Direct costs are those costs directly related to the production and acquisition
of service contracts. Direct costs were $53,518,931 and $27,345,232 for the
six and three month periods ended September 30, 1996, respectively, as compared
with $28,254,675 and $15,715,737 for the comparable period in fiscal 1995.
The increase is directly attributable to the volume increases in contracts
sold and a higher level of premium reflecting improved coverage on selected
programs.
Service, selling and general and administrative expenses for the six and three
month periods ended September 30, 1996 were $16,024,164 and $8,613,528,
respectively, as compared with $11,469,859 and $5,897,130 for the six and
three month periods ended September 30, 1995. These increases are related to
payroll, payroll related and training costs arising from an increase in head
count to meet the service requirements associated with the increased number of
service contracts being sold as compared with the same levels a year ago and
office facilities expense associated with additional office space. In addition,
service, selling, and general and administrative expenses include approximately
$710,279 and $368,793 for the six month and three month periods ended
September 30, 1996 as compared with $225,622 for the three month period ended
September 30, 1995 related to Warrantech Europe which was acquired in July of
1995. As a percentage of gross revenues service, selling, general and
administrative expenses have decreased 5% and 3% for the six and three month
periods ended September 30, 1996, respectively, which is indicative of
management's efforts to contain its overhead costs while maintaining the
highest quality of service levels to its customers.
Page 8
<PAGE>
The provision for bad debts results from the write-off of accounts considered
uncollectible for the respective periods.
The increase in depreciation and amortization for the six month and three month
periods ended September 30, 1996 over the comparable periods a year ago is the
result of increased depreciation resulting from capital additions related to
the Company's ongoing upgrade of its computer systems and the additional
equipment requirements resulting from the service level increases.
In April 1996, the Company and its international joint venture partner, AIG,
agreed to terminate the joint venture, Techmark Services Ltd., effective
January 1, 1996. Under the terms of the agreement, AIG agreed to purchase the
Company's forty-nine percent (49%) investment in the joint venture for
$3,762,154. As of March 31, 1996, the Company's carrying value of the joint
venture investment amounted to $1,885,674 which resulted in a pre-tax gain
ecognized in the three month period ended June 30, 1996 amounting to
$1,876,480. The equity loss from the joint venture recognized in the six and
three month periods ended September 30, 1995 amounted to $947,593 and $530,688,
respectively, and represents the Company's share of the joint venture losses
for those periods.
The provision for income taxes is based on the Company's projection of its
estimated effective tax rate for the fiscal year. The higher effective tax
rate for the six and three month periods ended September 30, 1995 reflects the
non-deductibility of the foreign losses for U.S. purposes at that time.
Net income for the six and three month periods ended September 30, 1996 was
$3,434,315 or $.24 per share and $1,315,080 or $.09 per share, respectively,
as compared with $1,257,963 or $.08 per share and $607,503 or $.04 per share,
respectively, calculated on the same basis a year ago. The earnings per share
for the three month period ended September 30, 1996 includes the effect of the
gain on the sale of the Company's joint venture in the first quarter of fiscal
1996 of $.08 per share (refer to footnote 3 ).
Liquidity and Financial Resources
The Company believes that internally generated funds will be sufficient to
finance its current operations for at least the next twelve months. Cash
provided by operations during the six month period ended September 30, 1996
amounted to $4,378,417 which is principally attributable to new accounts as
compared with comparable levels of accounts receivable at September 30, 1995.
The Company has a line of credit with a bank which provides for a maximum
aggregate borrowing up to $10 million. The line of credit is secured by
certain accounts receivable and has been renewed and now expires on August 31,
1997. At September 30, 1996, the Company did not have any borrowings
outstanding under the line of credit.
In connection with the Company's ongoing upgrade of its information systems,
the Company has financed additional equipment during the six and three month
periods ended September 30, 1996 through capital lease transactions amounting
to $917,326 and $434,649, respectively.
Page 9
<PAGE>
In connection with the sale of the Company's joint venture interest to AIG, the
Company agreed to repurchase 3,234,697 shares of convertible exchangeable
preferred stock held by AIG at their redemption value of $6,430,000. This
amount was offset by the amount due the Company for the sale of its investment,
with the net amount due AIG of $2,395,960 resulting in a three year,
non-interest bearing note payable. The note is payable in 11 equal quarterly
installments of $205,000 commencing June 30, 1996, with a final installment of
$140,960 due March 1999. Also, as part of the agreement, AIG agreed to pay the
Company $1,480,000 related to amounts due the Company under its profit sharing
arrangement. In connection with this payment, the Company issued an
irrevocable letter of credit to the benefit of AIG through December 31, 2002
which can be drawn against by AIG in the event that the ultimate profit sharing
amount due the Company is less than the amount paid. It is anticipated at this
time that no amounts will be due AIG under this letter of credit.
The effect of inflation has not been significant to the Company since its
formation.
Page 10
<PAGE>
PART II. Other Information
Item 1. Legal Proceedings
A. No material developments regarding litigation have occurred
since March 31, 1996, except for the following:
The Oak Agency, Inc. and The Oak Financial Services, Inc. v.
Warrantech Dealer Based Services,Inc. "WDBS")The Oak Agency, Inc.
et. al. v. Warrantech Corporation, et. al.
On October 10, 1996, WDBS requested permission from the Court to
file a counterclaim against the Oak companies, as well as James
Nerad and John Peterson, the majority shareholders and principal
officers of the Oak companies. WDBS'counterclaims include claims
for (i) civil conspiracy, (ii) breach of contract, and (iii)
tortuous interference with WDBS' contractual relationships. On
October 16, 1996, WDBS filed a motion to consolidate this case
with the lawsuit Oak previously filed against Warrantech
Corporation, Joel San Antonio, and William Tweed. Hearings on
all of these motions are scheduled for November 6, 1996. In
defense of the lawsuit filed by the Oak companies against the
Company and the individual defendants, each of the defendants has
set forth numerous legal defenses to the Oak companies' claims.
The Court has ordered that all discovery in each of these actions
must be completed by February 28, 1997 and set the date of trial
for April 7, 1997.
In the Matter of the Arbitration between David Robertson,
Claimant and Warrantech Corporation and Warrantech Automotive,
Respondents
The arbitration has been scheduled to be heard on November 18 and
19, 1996.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Form
10-K for the year ended March 31, 1996.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to Vote of Security Holders
Not applicable.
Page 11
<PAGE>
Item 5. Other Information
Not applicable.
Item 6 (a) Exhibits
(11) Statement re: computation of per share earnings.
(22) Financial Data Schedule
Item 6 (b) Reports on 8-K
None.
Page 12
<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.
WARRANTECH CORPORATION
S/N/S Joel San Antonio
________________________________________
Joel San Antonio - Chairman of the Board
(Chief Executive Officer)
Date: November 1, 1996
S/N/S Bernard J. White
_______________________________________
Bernard J. White
(Chief Financial Officer)
Date: November 1, 1996
Page 13
<TABLE>
<CAPTION>
WARRANTECH CORPORATION AND SUBSIDIARIES
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(UNAUDITED)
For the Six Months Ended For the Three Months Ended
September 30, September 30,
----------------- -- ------------------- ----------------- ------------------
1996 1995 1996 1995
----------------- ------------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Earnings:
Net income $ 3,434,315 $ 1,257,963 $ 1,315,080 $ 607,503
================= =================== ================= ================
Weighted average shares outstanding:
Primary:
Common shares 12,989,181 12,998,865 12,989,181 12,998,552
Assumed exercise of stock options 1,525,074 759,475 1,729,124 764,924
Assumed conversion of preferred stock - 1,956,666 - 1,963,696
================= =================== ================= ================
14,514,255 15,715,006 14,718,305 15,727,172
================= =================== ================= ================
Fully diluted::
Common shares 12,989,181 12,998,865 12,989,181 12,998,552
Assumed exercise of stock options 2,372,597 1,994,385 2,372,597 1,994,385
Assumed conversion of preferred stock - 1,949,602 - 1,949,602
================= =================== ================= ================
15,361,778 16,942,852 15,361,778 16,942,539
================= =================== ================= ================
Earnings Per Common Share:
Primary:
Net income $.24 $.08 $.09 $.04
================= =================== ================= ================
Fully diluted
Net income $.22 $.07 $.09 $.04
================= =================== ================= ================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<CASH> 13,087,618
<SECURITIES> 632,360
<RECEIVABLES> 19,568,627
<ALLOWANCES> 272,427
<INVENTORY> 0
<CURRENT-ASSETS> 39,387,922
<PP&E> 13,956,314
<DEPRECIATION> 5,888,003
<TOTAL-ASSETS> 56,444,410
<CURRENT-LIABILITIES> 25,684,729
<BONDS> 0
<COMMON> 89,385
0
0
<OTHER-SE> 23,218,257
<TOTAL-LIABILITY-AND-EQUITY> 56,444,410
<SALES> 0
<TOTAL-REVENUES> 74,663,459
<CGS> 0
<TOTAL-COSTS> 70,694,529
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 41,156
<INTEREST-EXPENSE> 151,306
<INCOME-PRETAX> 5,399,288
<INCOME-TAX> 1,964,973
<INCOME-CONTINUING> 3,434,315
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,434,315
<EPS-PRIMARY> .24
<EPS-DILUTED> .22
</TABLE>
