<PAGE> 1
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 January 31, l995.
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
0-13081
INTERTRANS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-1605156
(State of other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
125 E. John Carpenter Freeway, Suite 900
Irving, Texas 75062
(Address of principal executive offices)
Telephone number: (214) 830-8888
(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
----- -----
The number of shares outstanding of the Registrant's Common Stock, No Par
Value, as of March 14, l995 was 11,490,332.
<PAGE> 2
INTERTRANS CORPORATION AND SUBSIDIARIES
FORM 10-Q
January 31, 1995
INDEX
<TABLE>
<CAPTION>
Page
Numbers
-------
<S> <C> <C>
PART I. Financial Information
Consolidated Condensed Balance Sheets
January 31, 1995 (Unaudited) and October 31, 1994 . . . . . . . . . . . . . 3
Consolidated Condensed Statements of Operations
(Unaudited) - Three months ended January 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Condensed Statements of Cash Flows
(Unaudited) - Three months ended January 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Condensed Financial
Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . 7-9
PART II. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
-2-
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERTRANS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
January 31, October 31,
1995 1994
---------------- ---------------
<S> <C> <C>
Assets
------
Current assets:
Cash and temporary cash investments . . . . . . . . . . . . $ 12,325,715 $ 14,858,502
Marketable securities, at the lower
of cost or market . . . . . . . . . . . . . . . . . . . . 200,138 200,138
Accounts receivable, less allowance for
doubtful accounts of $1,696,063 in 1995
and $1,512,499 in 1994 . . . . . . . . . . . . . . . . . . 80,290,584 74,649,548
Inventory, at cost . . . . . . . . . . . . . . . . . . . . 545,168 525,043
Prepaid expenses and other current assets . . . . . . . . . 9,418,146 7,364,426
Deferred income taxes (See Note D) . . . . . . . . . . . . 330,899 287,755
---------------- ---------------
Total current assets . . . . . . . . . . . . . . . . . . . . 103,110,650 97,885,412
---------------- ---------------
Property and equipment, at cost, net . . . . . . . . . . . . . . 17,649,117 14,811,277
Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . 1,482,710 1,596,889
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . 16,316,293 11,791,783
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 3,511,433 3,302,603
---------------- ---------------
$ 142,070,203 $ 129,387,964
================ ===============
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 55,928,834 $ 49,772,781
Income taxes payable . . . . . . . . . . . . . . . . . . . 3,516,554 2,206,713
Accrued expenses and other liabilities . . . . . . . . . . 11,993,083 8,367,048
---------------- ---------------
Total current liabilities . . . . . . . . . . . . . . . . . 71,438,471 60,346,542
---------------- ---------------
Note payable . . . . . . . . . . . . . . . . . . . . . . . . . . 1,066,226 -
Deferred income taxes (See Note D) . . . . . . . . . . . . . . . 273,415 302,534
Shareholders' equity:
Preferred stock at $10 par value. Authorized
2,000,000 shares; none issued . . . . . . . . . . . . . . - -
Common stock at no par value. Authorized
23,000,000 shares; issued 12,269,956 in 1995
and 12,211,159 shares in 1994 . . . . . . . . . . . . . . 26,471,215 26,310,392
Additional paid-in capital . . . . . . . . . . . . . . . . 25,000 25,000
Retained earnings (See Note D) . . . . . . . . . . . . . . 49,683,079 47,729,837
Foreign currency translation adjustment . . . . . . . . . . 180,005 1,059,331
Valuation reserve on noncurrent marketable
equity securities . . . . . . . . . . . . . . . . . . . . 7,470 -
Treasury stock, 889,742 shares in 1995 and
836,742 shares in 1994, at cost . . . . . . . . . . . . . (7,074,678) (6,385,672)
---------------- ---------------
Total shareholders' equity . . . . . . . . . . . . . . 69,292,091 68,738,888
---------------- ---------------
$ 142,070,203 $ 129,387,964
================ ===============
</TABLE>
-3-
<PAGE> 4
INTERTRANS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
Three Months ended January 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---------------- ---------------
<S> <C> <C>
Revenues:
Gross freight and related services . . . . . . . . . . . . $ 124,805,804 $ 104,210,698
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 637,109 529,251
---------------- ---------------
Gross revenues . . . . . . . . . . . . . . . . . 125,442,913 104,739,949
Less charges paid as agent for ocean
freight and other services . . . . . . . . . . . . . . . (49,042,149) (45,682,863)
---------------- ---------------
Net revenues . . . . . . . . . . . . . . . . . . 76,400,764 59,057,086
---------------- ---------------
Costs and expenses:
Direct transportation costs . . . . . . . . . . . . . . . . 53,314,486 38,684,972
Selling, general and administrative . . . . . . . . . . . . 19,014,974 17,019,853
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 435,984 356,201
---------------- ---------------
Total costs and expenses . . . . . . . . . . . . 72,765,444 56,061,026
---------------- ---------------
Operating earnings . . . . . . . . . . . . . . . 3,635,320 2,996,060
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 185,738 114,063
---------------- ---------------
Earnings before income taxes . . . . . . . . . . 3,821,058 3,110,123
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 1,301,260 971,167
---------------- ---------------
Net earnings . . . . . . . . . . . . . . . . . . $ 2,519,798 $ 2,138,956
================ ===============
Earnings per common share and common share
equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . $ .21 $ .18
===== ========
Weighted average number of common shares and
common equivalents outstanding . . . . . . . . . . . . . . . . 12,155,525 12,058,749
================ ===============
</TABLE>
-4-
<PAGE> 5
INTERTRANS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Three Months ended January 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
----------------- -----------------
<S> <C> <C>
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,519,798 $ 2,138,956
Depreciation and amortization . . . . . . . . . . . . . . . . . . 946,734 715,195
Additional adjustments to reconcile net
earnings to net cash provided by operating
activities . . . . . . . . . . . . . . . . . . . . . . . . . . (2,177,013) (2,360,193)
---------------- ---------------
Net cash provided by operating activities . . . . . . . . . 1,289,519 493,958
---------------- ---------------
Cash flows from investing activities:
Additions to property and equipment . . . . . . . . . . . . . . (1,020,460) (2,250,331)
Acquisitions, less $1,800,865 cash acquired . . . . . . . . . . (1,726,388) -
Collections on notes receivable . . . . . . . . . . . . . . . . 54,329 183,870
Sales of property and equipment . . . . . . . . . . . . . . . . 3,199 -
---------------- ---------------
Net cash used in investing activities . . . . . . . . . . . (2,689,320) (2,066,461)
---------------- ---------------
Cash flows from financing activities:
Proceeds from exercise of stock options . . . . . . . . . . . . 160,823 990,835
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . (689,006) -
Payment of dividends . . . . . . . . . . . . . . . . . . . . . . (566,557) (555,066)
---------------- ---------------
Net cash (used in) provided by financing activities . . . . (1,094,740) 435,769
---------------- ---------------
Effect of exchange rate changes on cash flows . . . . . . . . . . (38,246) 192,749
---------------- ---------------
Net decrease in cash . . . . . . . . . . . . . . . . . . . (2,532,787) (943,985)
Cash and equivalents at beginning of period . . . . . . . . . . . 14,858,502 10,716,091
---------------- ---------------
Cash and equivalents at end of period . . . . . . . . . . . . . . $ 12,325,715 $ 9,772,106
================ ===============
</TABLE>
Cash payments for income taxes aggregated $271,034 and $155,488 for the three
months ended January 31, 1995 and 1994, respectively. Cash payments for
interest on short-term and long-term borrowings aggregated $46,459 and $26,826
for the three months ended January 31, 1995 and 1994, respectively.
-5-
<PAGE> 6
INTERTRANS CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
January 31, 1995
(Unaudited)
(A) General
The accompanying consolidated condensed financial statements for the three
months ended January 31, 1995 and 1994 have been prepared by Intertrans
Corporation (Company) without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC). The information furnished herein
reflects all adjustments (consisting only of normal recurring accruals) which
are, in the opinion of management, necessary to present a fair statement of the
operating results of the period. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to such
rules and regulations. However, management of the Company believes that the
disclosures herein are adequate to make the information presented not
misleading. The accompanying consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements
included in the Company's annual report on Form 10-K filed with the SEC on
January 27, 1995 for the fiscal year ended October 31, 1994.
(B) Treasury Stock
The Company announced on May 12, 1994 the authorization by its Board of
Directors for repurchase of up to 400,000 shares of its outstanding common
stock from time to time at prices deemed acceptable to the Company. At the
time of publication of this report, and subsequent to May 12, 1994, the Company
had purchased 103,142 shares of common stock under this repurchase program.
Prior to May 12, 1994, the Company had previously purchased 786,600 shares of
common stock.
(C) Earnings Per Share
Earnings per common share and common share equivalent are based on the weighted
average number of common shares outstanding and equivalent shares from dilutive
stock options.
(D) Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
(E) Acquisitions
During the first quarter of 1995, the Company purchased interests in freight
forwarding operations in The Netherlands and Sweden, and acquired the remaining
minority interest in its German subsidiary for an aggregate of approximately
$6,376,000. The Company paid $3,526,000 at closing before giving effect to
approximately $1,800,000 in recorded cash
-6-
<PAGE> 7
balances of the acquired companies. Under one of these agreements, a portion
of the purchase price is payable over a two year period and may be adjusted due
to results of operations and certain other factors. The Company has recorded
approximately $2,850,000 as an estimated liability for this obligation. The
acquisitions have been accounted for under the purchase method of accounting
and operations since acquisition dates have been included in the consolidated
statement of earnings. The purchase prices have been allocated to assets and
liabilities based on estimated fair values at the respective dates of
acquisitions. Approximately $4,730,000 has been recorded as excess cost over
net assets acquired in connection with the combined purchases and is being
amortized on a straight-line basis over 20 to 40 years. The acquisition of
these companies will further enhance the Company's capabilities in the European
marketplace due to their strategic location, superior distribution and
logistical capabilities and excellent reputation.
Pro forma results of operations for fiscal years 1995 and 1994 as if these
acquisitions had occurred on November 1, 1993, would not materially differ from
reported results of operations.
(F) Proposed Merger
On February 14, 1995, it was announced that Intertrans Corporation had entered
into a definitive agreement to merge with Fritz Companies, Inc., based in San
Francisco, California, through an exchange of Fritz common stock for Intertrans
common stock. Under the terms of the agreement, Intertrans shareholders will
receive between .38 and .39 of a share of Fritz common stock for each
Intertrans share depending on the price of Fritz common stock prior to the
closing of the transaction. The agreement further provides both sides with
termination rights under certain circumstances related to the trading price of
Fritz common stock. The transaction, which is subject to regulatory approvals
and approval by both companies' stockholders, is expected to close in the
second calendar quarter of 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED JANUARY 31, 1995 VERSUS 1994
CONSOLIDATED GROSS REVENUES increased in the first quarter 1995 to $125,442,913
compared to $104,739,949 in 1994. This increase is primarily attributable to
higher shipment levels in the Company's US operations combined with
approximately $3,340,000 of revenues generated by freight forwarding companies
acquired during the first quarter of 1995.
CONSOLIDATED NET REVENUES (which represent gross revenues less certain
"pass-through" charges, including charges paid as agent for ocean freight
shipments, foreign collect freight and custom duties) increased 29.4% in the
first quarter 1995 to $76,400,764 from $59,057,086 for 1994, primarily as a
result of increased gross revenues related to the Company's airfreight
forwarding operations. Freight forwarding companies acquired during the first
quarter of 1995 contributed approximately $2,272,000 to consolidated net
revenues.
DIRECT TRANSPORTATION COSTS as a percentage of net revenues increased to 69.8%
in the first quarter 1995 versus 65.5% in the first quarter 1994. This
increase primarily reflects higher net transportation rates charged by the
Company's air carriers compared to 1994. These higher rates are predominantly
due to increased air cargo traffic which has reduced the carriers' excess
capacity and increased competition for cargo space. Additionally, the Company
has experienced
-7-
<PAGE> 8
increased competitive pressures which have prevented it from passing on all of
the higher transportation costs to its customers. Hedging of foreign currency
exposure related to freight transactions reduced direct transportation costs by
$223,802 in 1995, as compared to $147,300 in 1994.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES as a percentage of net revenue
decreased to 24.9% in 1995 from 28.8% in 1994. This percentage decrease is
attributed to substantially higher net revenues in 1995. Selling, general and
administrative expenses increased $1,995,121 in the first quarter 1995 as
compared to the first quarter 1994. This increase is primarily the result of
an increase in field operating expenditures related to the higher level of
business activity during 1995, and approximately $710,000 of expenses relating
to acquired freight forwarding operations opened during the first quarter 1995.
OPERATING EARNINGS for the first quarter 1995 were $3,635,320, representing a
21.3% increase from $2,996,060 in 1994. This increase is primarily the result
of significantly higher levels of business activity in 1995 combined with a
relatively slower growth rate in general and administrative expenses. The
Company's airfreight forwarding operations continued to be the primary
contributor to operating earnings during the first quarter 1995.
NET EARNINGS increased 17.8% to $2,519,798 for the first quarter 1995 from
$2,138,956 in 1994. This increase is primarily attributable to increases in
shipment levels and revenues generated from airfreight forwarding operations.
THE EFFECTIVE INCOME TAX RATE was 34.1% in the first quarter 1995 compared to
31.2% for the same period in 1994. The overall effective tax rate for the
first quarter 1995 compared to the first quarter 1994 has increased as a result
of significant changes in the mix of taxable income from foreign operations.
This is primarily the result of a decrease in income generated overseas in
connection with the Commonwealth of Independent States (CIS), formerly the
Soviet Union, during the first quarter of 1995 as compared to the first quarter
1994.
IMPACT OF INFLATION: To date, the Company does not believe its business has
been adversely affected by inflation. Additionally, because the Company has no
significant interest bearing debts, it is not subject to significant impacts on
earnings as a result of fluctuations in interest rates. Although the Company
does not expect inflation to have a materially negative effect on its business,
if competitive factors were to prevent the Company from passing general carrier
rate increases and other inflationary costs to its customers, the Company could
be adversely affected.
FOREIGN CURRENCY EXPOSURE: In accordance with industry practices, the Company
is often required to collect funds in one currency and remit payment in a
different currency, thereby subjecting it to risk from currency fluctuations.
In such circumstances the Company is normally able to include in billings to
its customers, an amount sufficient to cover such currency risk. Additionally,
significant currency exposures are hedged as deemed appropriate. To the extent
that currency transaction losses and gains are realized, they are reflected in
direct transportation costs. The Company currently has no significant unhedged
monetary assets, liabilities or commitments, nor does the Company foresee any
need to repatriate to the United States cash held by foreign subsidiaries.
-8-
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL of the Company as of January 31, 1995 was $31,672,179 compared
to $37,538,870 at October 31, 1994. Working capital as a percentage of total
assets decreased to 22.3% at January 31, 1995 compared to 29.0% at October 31,
1994. The ratio of current assets to current liabilities was 1.44 at January
31, 1995, and 1.62 at October 31, 1994.
CASH AND CASH EQUIVALENTS decreased to $12,325,715 at January 31, 1995 compared
to $14,858,502 at October 31, 1994, a decrease of $2,532,787. This decrease in
cash and cash equivalents is due primarily to cash used in investing activities
relating to acquisitions and capital expenditures.
During the first quarter of 1995, the Company purchased interests in freight
forwarding operations in The Netherlands and Sweden, and acquired the remaining
minority interest in its German subsidiary for an aggregate of approximately
$6,376,000. The Company paid $3,526,000 at closing before giving effect to
approximately $1,800,000 in recorded cash balances of the acquired companies.
Under one of these agreements, a portion of the purchase price is payable over
a two year period and may be adjusted due to results of operations and certain
other factors. The Company has recorded approximately $2,850,000 as an
estimated liability for this obligation. The acquisitions have been accounted
for under the purchase method of accounting and operations since acquisition
dates have been included in the consolidated statement of earnings. The
purchase prices have been allocated to assets and liabilities based on
estimated fair values at the respective dates of acquisitions. Approximately
$4,730,000 has been recorded as excess cost over net assets acquired in
connection with the combined purchases and is being amortized on a
straight-line basis over 20 to 40 years. The acquisition of these companies
will further enhance the Company's capabilities in the European marketplace due
to their strategic location, superior distribution and logistical capabilities
and excellent reputation.
Pro forma results of operations for fiscal years 1995 and 1994 as if these
acquisitions had occurred on November 1, 1993, would not materially differ from
reported results of operations.
Capital expenditures during the first quarter 1995 totaled approximately
$1,000,000. These expenditures related primarily to development of global
communications and information network systems and upgrades to computer related
equipment.
Additional expenditures during the first quarter 1995 resulted from the payment
of a $0.05 per share dividend totaling approximately $566,600 and the purchase
of treasury stock totaling approximately $689,000. These expenditures were
offset by cash inflows provided by operating activities in the amount of
$1,289,519.
Historically, the Company has generated cash from operations which, together
with the proceeds of the Company's public offerings, have been sufficient to
meet its operating needs and to finance its capital expenditures. The Company
maintains working capital lines of credit both domestically and internationally
to meet local cash requirements due to periodic fluctuations of working
capital. In management's opinion, expected future cash generated from
operations together with the Company's available cash and sources of credit
will be sufficient to satisfy anticipated needs for working capital, capital
expenditures and fixed charges.
Subsequent to January 31, l995, the Board of Directors declared a cash dividend
of $0.05 per share on the Company's no par value common stock payable on March
30, l995, in the approximate amount of $574,500.
-9-
<PAGE> 10
The Company has committed to outlay cash for the purpose of constructing a
large warehouse and distribution facility in Singapore. The building is due to
be completed in fiscal year 1996 for a total cost of approximately $6,600,000.
The Company has also committed to development of an enhanced global
communications and information network system estimated to be completed in
1997. The Company estimates approximately $7,000,000 will be spent worldwide,
over the life of the project, on engineering and implementation. This system
should allow the Company, its subsidiaries, and key customers and vendors the
capability to communicate more effectively and efficiently with regards to the
movement of freight around the world and improve management reporting of
shipment and financial information.
On February 14, 1995, it was announced that Intertrans Corporation had entered
into a definitive agreement to merge with Fritz Companies, Inc., based in San
Francisco, California, through an exchange of Fritz common stock for Intertrans
common stock. Under the terms of the agreement, Intertrans shareholders will
receive between .38 and .39 of a share of Fritz common stock for each
Intertrans share depending on the price of Fritz common stock prior to the
closing of the transaction. The agreement further provides both sides with
termination rights under certain circumstances related to the trading price of
Fritz common stock. The transaction, which is subject to regulatory approvals
and approval by both companies' stockholders, is expected to close in the
second calendar quarter of 1995.
-10-
<PAGE> 11
INTERTRANS CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
(11.1) Statement re: computation of earnings per share
(27) Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the first
quarter of its fiscal year ending October 31, 1995.
-11-
<PAGE> 12
INTERTRANS CORPORATION
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.
INTERTRANS CORPORATION
----------------------
(Registrant)
Date: March 16, 1995 Sam N. Wilson
----------------------- -------------------------------
Sam N. Wilson
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: March 16, 1995 John R. Witt
----------------------- -------------------------------
John R. Witt
Vice President and
Chief Financial Officer
(Principal Financial Officer)
-12-
<PAGE> 13
EXHIBIT 11.1
INTERTRANS CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
For The Three Months Ended
January 31,
1995 1994
------- -------
(Amounts in thousands,
except per share amounts)
<S> <C> <C>
PRIMARY
Average common shares outstanding 11,371 11,119
Net effect of dilutive stock options-based
on the treasury stock method using
average market price 785 940
------- -------
Total 12,156 12,059
======= =======
Net earnings $ 2,520 $ 2,139
======= =======
Net earnings per common share $ .21 $ .18
======= =======
FULLY DILUTED
Average common shares outstanding 11,371 11,119
Net effect of dilutive stock options-based
on the treasury stock method using the
quarter-end market price, if higher than
average market price 839 1,034
------- ------
Total 12,210 12,153
======= =======
Net earnings $ 2,520 $ 2,139
======= =======
Net earnings per common share $ .21 $ .18
======= =======
</TABLE>
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> JAN-31-1995
<CASH> 12,325,715
<SECURITIES> 200,138
<RECEIVABLES> 80,290,584
<ALLOWANCES> 1,696,063
<INVENTORY> 545,168
<CURRENT-ASSETS> 103,110,650
<PP&E> 17,649,117
<DEPRECIATION> 10,588,340
<TOTAL-ASSETS> 142,070,203
<CURRENT-LIABILITIES> 71,438,471
<BONDS> 0
<COMMON> 26,471,215
0
0
<OTHER-SE> 42,820,876
<TOTAL-LIABILITY-AND-EQUITY> 142,070,203
<SALES> 125,442,913
<TOTAL-REVENUES> 125,442,913
<CGS> 102,792,619
<TOTAL-COSTS> 102,792,619
<OTHER-EXPENSES> 19,014,974
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,635,320
<INCOME-TAX> 1,301,260
<INCOME-CONTINUING> 2,519,798
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,519,798
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
