<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 February 28, 1998 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 000-22551
CAREY INTERNATIONAL, INC.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52-1171965
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4530 WISCONSIN AVENUE, NW, SUITE 500, WASHINGTON, DC 20016
----------------------------------------------------------
(Address of principal executive offices, including zip code)
(202) 895-1200
--------------
(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 ____
---
There were 7,743,399 shares of the registrant's common stock, par value $.01
per share, outstanding at March 31, 1998.
<PAGE>
CAREY INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
-----
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements (unaudited)
Consolidated balance sheets as of November 30, 1997 and
February 28, 1998
Consolidated statements of operations for the three month periods
ended February 28, 1997 and 1998
Consolidated statements of cash flows for the three
month periods ended February 28, 1997 and 1998
Notes to consolidated financial statements
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
CAREY INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
November 30, February 28,
1997 1998
--------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 5,333,402 $ 3,786,533
Accounts receivable, net 15,932,426 13,219,513
Notes receivable from contracts, current portion 670,266 729,030
Prepaid expenses and other current assets 1,435,176 1,784,834
Total current assets 23,371,270 19,519,910
--------------- --------------
Fixed assets, net 9,278,319 9,182,979
Notes receivable from contracts, excluding current portion 8,164,337 8,444,485
Franchise rights, net 5,112,348 5,053,367
Trade name, trademark and contract rights, net 6,493,693 6,448,942
Goodwill and other intangible assets, net 30,991,450 31,886,854
Deferred tax assets 501,545 736,301
Deposits and other assets 1,481,252 1,631,915
--------------- --------------
Total assets $85,394,214 $82,904,753
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of notes payable $ 996,575 $ 782,824
Current portion of capital leases 321,965 435,294
Accounts payable and accrued expenses 17,054,081 14,724,983
--------------- --------------
Total current liabilities 18,372,621 15,943,101
Notes payable, excluding current portion 2,792,022 2,530,971
Capital leases, excluding current portion 1,339,666 1,000,668
Deferred rent and other long- term liabilities 1,193,577 456,132
Deferred revenue 13,396,104 13,638,079
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 20,000,000 authorized
shares, and 7,630,007 and 7,687,143 issued and
outstanding shares in 1997 and 1998, respectively 76,300 76,871
Additional paid-in capital 45,173,336 45,347,752
Retained earnings 3,050,588 3,911,179
--------------- --------------
Total stockholders' equity 48,300,224 49,335,802
--------------- --------------
Total liabilities and stockholders' equity $85,394,214 $82,904,753
=============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
1
<PAGE>
CAREY INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended February 28,
-----------------------------------
1997 1998
-------------- --------------
(Unaudited)
<S> <C> <C>
Revenue, net $ 15,594,829 $ 23,650,588
Cost of revenue 10,468,948 16,176,915
--------------- --------------
Gross profit 5,125,881 7,473,673
Selling, general and administrative expense 4,214,347 5,848,261
--------------- --------------
Operating income 911,534 1,625,412
Other income (expense):
Interest expense (428,380) (114,420)
Interest income 29,819 54,794
Gain on sales of fixed assets 121,479 32,198
--------------- --------------
Income before provision for income taxes 634,452 1,597,984
Provision for income taxes 268,741 680,741
--------------- --------------
Net income $ 365,711 $ 917,243
=============== ==============
Net income per common share - basic $ 0.27 $ 0.12
=============== ==============
Net income per common share - diluted $ 0.11 $ 0.11
=============== ==============
Weighted average common shares used in computing net
income per common share - basic 1,377,556 7,651,953
=============== ==============
Weighted average common shares used in computing
net income per common share - diluted 4,086,211 8,064,323
=============== ==============
Pro forma net income per common share - basic $ 0.12
===============
Pro forma net income per common share - diluted $ 0.11
===============
Pro forma weighted average common shares used in
computing net income per common share - basic 3,877,351
===============
Pro forma weighted average common shares used in
computing net income per common share - diluted 4,172,214
===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
2
<PAGE>
CAREY INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months ended February 28,
-------------------------------------
1997 1998
---------------- ---------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 365,711 $ 917,243
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization of fixed assets 426,461 633,310
Amortization of intangible assets 240,222 409,702
Gain on sales of fixed assets (121,479) (32,198)
Provision for deferred taxes (133,810) (74,756)
Change in deferred revenue 447,417 241,975
Changes in operating assets and liabilities:
Accounts receivable 2,701,016 3,230,432
Notes receivable from contracts (519,510) (338,912)
Prepaid expenses, deposits and other assets (684,642) (483,683)
Accounts payable and accrued expenses (2,864,825) (3,361,407)
Deferred rent and other long-term liabilities 130,388 (737,445)
---------------- ---------------
Net cash provided by (used in) operating activities (13,051) 404,261
---------------- ---------------
Cash flows from investing activities:
Proceeds from sales of fixed assets 402,062 518,584
Purchases of fixed assets (532,150) (749,530)
Acquisitions of chauffeured vehicle service companies (35,811) (1,171,636)
---------------- ---------------
Net cash used in investing activities (165,899) (1,402,582)
---------------- ---------------
Cash flow from financing activities:
Principal payments under capital lease obligations (50,016) (248,733)
Payments of notes payable (1,280,042) (474,802)
Proceeds from notes payable 400,000 -
Proceeds from issuance of common stock - 174,987
---------------- ---------------
Net cash used in financing activities (930,058) (548,548)
---------------- ---------------
Net decrease in cash and cash equivalents (1,109,008) (1,546,869)
Cash and cash equivalents at beginning of period 2,867,711 5,333,402
---------------- ---------------
Cash and cash equivalents at end of period $ 1,758,703 $ 3,786,533
================ ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
3
<PAGE>
CAREY INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BACKGROUND AND ORGANIZATION
General
Carey International, Inc. (the "Company") provides services through a
worldwide network of owned and operated companies, licensees and affiliates
serving 420 cities in 65 countries. The Company owns and operates service
providers in the form of wholly-owned subsidiaries in the following cities:
Indianapolis (Carey Limousine Indiana, Inc.), London, England (Carey UK
Limited), Los Angeles (Carey Limousine L.A., Inc.), New York (Carey
Limousine N.Y., Inc. and Manhattan International Limousine Network, Ltd.),
Philadelphia (Carey Limousine Corporation, Inc.), San Francisco (Carey
Limousine SF, Inc.), South Florida (Carey Limousine Florida, Inc.),
Washington, D.C. (Carey Limousine D.C., Inc.). In addition, the Company
licenses the "Carey" name, and provides central reservations, billing, and
sales and marketing services to its licensees. The Company's worldwide
network includes affiliates in locations in which the Company has neither
owned and operated locations nor licensees. The Company provides central
reservations and billing services to such affiliates.
Acquisitions
The Company is engaged in a program of acquiring chauffeured vehicle
service businesses. The chauffeured vehicle service businesses that the
Company seeks to acquire may be in cities in which the Company has owned
and operated service providers, licensees operating under the Carey name
and trademark, and affiliates of the Company. In fiscal 1997 the Company
acquired chauffeured vehicle service companies in New York, Los Angeles and
Indianapolis. In the first quarter of 1998, the Company acquired a
chauffeured vehicle service company in London, England (See Note 3).
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements and these notes do
not include all of the disclosures included in the Company's audited
consolidated financial statements for the years ended November 30, 1996 and
1997, and should be read in conjunction with those financial statements.
For further information, such as the significant accounting policies
followed by the Company, refer to the notes to the Company's audited
consolidated financial statements.
The consolidated financial statements included herein have not been
audited. However, in the opinion of management, the consolidated financial
statements reflect all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the results for the
periods reflected. The results for these periods are not necessarily
indicative of the results for the full fiscal year.
Pro forma net income per common share
Consistent with Staff Accounting bulletin IB-2, the Company has
recalculated historical weighted average common shares outstanding and net
income per common share to give effect to a
4
<PAGE>
CAREY INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
recapitalization effected by the Company during fiscal 1997. The
recalculated pro forma net income per common share is determined by (i)
adjusting net income available to common shareholders to reflect the
elimination in interest expense, net of taxes, resulting from the
conversion of $4,867,546 of subordinated debt into Common Stock and (ii)
increasing the weighted average common shares outstanding by the number of
common shares resulting from the conversion of such debt, as well as the
partial conversion of the Series A Preferred Stock.
3. ACQUISITIONS
In the periods ended February 28, 1997 and 1998, the following
acquisition activity was recorded by the Company:
<TABLE>
<CAPTION>
Three months ended February 28,
-------------------------------------
1997 1998
---------------- ----------------
<S> <C> <C>
Fair value of net assets and liabilities acquired:
Receivables and other assets $ - $ 551,281
Fixed assets - 815,616
Goodwill and other intangibles 35,811 1,171,787
Deferred taxes - 160,000
Accounts payable and accrued expenses - (975,657)
Capital leases - (551,391)
---------------- ----------------
Fair value of assets and liabilities acquired $ 35,811 $ 1,171,636
================ ================
Cash payments $ 35,811 $ 1,171,636
================ ================
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is subject to various
legal actions which are not material to the financial condition, results of
operations or cash flows of the Company.
One of the corporations acquired by the Company has been examined by
the Internal Revenue Service ("IRS") for periods prior to the acquisition
date. The IRS has notified the acquired corporation of challenges to its
methods of accounting and the tax treatment of certain items in those tax
returns. The Company believes that any assessments ultimately sustainable
by the IRS in this matter would be offset by Net Operating Loss
Carryforwards (NOLs) of the acquired corporation and indemnification
payments under the acquisition agreements, and would not have a material
effect on the financial position, results of operations or cash flows of
the Company.
5. NET INCOME PER COMMON SHARE
In 1998, the Company adopted SFAS No. 128, Earnings Per Share. Basic
net income per common share has been computed by dividing net income by
the weighted-average number of common shares outstanding during the period.
Diluted net income per common share has been computed by dividing net
income by the weighted average number of common shares outstanding plus an
assumed increase in common shares outstanding for dilutive securities.
Dilutive securities consist of convertible securities which are dilutive,
preferred stock, and options and warrants to acquire Common Stock for a
specified price and for which the dilutive effect is measured using the
treasury method. Net income per common share amounts for all periods
presented have been restated to conform to SFAS No. 128.
5
<PAGE>
CAREY INTERNATIONAL, INC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Net income per common share, on a historical basis, is as follows:
<TABLE>
<CAPTION>
Three months ended
February 28,
------------------------
1997 1998
---------- ----------
<S> <C> <C>
Net income $ 365,711 $ 917,243
Effect of conversion of subordinated debt 88,268 -
---------- ----------
Net income available to common
stockholders plus effect of conversion $ 453,979 $ 917,243
========== ==========
Weighted average common shares
outstanding - basic 1,377,556 7,651,953
Dilutive effects of:
Stock options 231,375 342,171
Warrants 63,488 70,199
Convertible preferred stock:
Series B preferred stock 663,761 -
Series F preferred stock 135,025 -
Series G preferred stock 673,638 -
Effect of conversion of subordinated debt 941,368 -
---------- ----------
Weighted average common shares
outstanding - diluted 4,086,211 8,064,323
========== ==========
Net income per share - basic $ 0.27 $ 0.12
========== ==========
Net income per share - diluted $ 0.11 $ 0.11
========== ==========
</TABLE>
6. SUBSEQUENT EVENTS
In March 1998, the Company acquired a chauffeured vehicle limousine
company in Boston and entered into a binding agreement to acquire an
additional company in Boston.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 28, 1998 (THE "1998 PERIOD") COMPARED TO THREE
MONTHS ENDED FEBRUARY 28, 1997 (THE "1997 PERIOD")
Revenue, Net. Revenue, net increased $8.1 million or 51.7% from $15.6
million in the 1997 Period to $23.7 million in the 1998 Period. Of the
increase, $2.1 million resulted from expanded use of the Carey network,
including an increase in business from corporate travel customers and business
travel arrangers. A further $6.0 million of the increase was due to the
revenues from companies acquired by Carey, including Manhattan International
Limousine Network, Ltd. and affiliate ("Manhattan Limousine"), which was
acquired on June 2, 1997, Commonwealth Limousine Services, Inc., which was
acquired on October 1, 1997, and TWW, which was acquired on December 1, 1997.
Cost of Revenue. Cost of revenue increased $5.7 million or 54.5% from
$10.5 million in the 1997 Period to $16.2 million in the 1998 Period. The
increase was primarily attributable to higher costs due to increased business
levels and to increased cost associated with businesses acquired by Carey
subsequent to the 1997 Period. Cost of revenue increased as a percentage of
revenue, net from 67.1% in the 1997 Period to 68.4% in the 1998 Period,
primarily reflecting relatively greater reliance on subcontractors, or "farm-
outs," to service higher levels of business during peak periods as well as
increases in costs for businesses acquired during the 1998 Period that were not
fully integrated into the Company's operations.
Selling, General and Administrative Expense. Selling, general and
administrative expense increased approximately $1.6 million or 38.8% from $4.2
million in the 1997 Period to $5.8 million in the 1998 Period. The increase
largely was due to the costs associated with higher business levels and costs of
acquired businesses including personnel costs, administrative expenses and
marketing expenses and an increase in amortization of intangibles. Selling,
general and administrative expense decreased as a percentage of revenue, net
from 27.0% in the 1997 Period to 24.7% in the 1998 Period as a result of an
increase in revenue, net without a corresponding increase in administrative
costs.
Interest Expense. Interest expense decreased from approximately $428,000
in the 1997 Period to approximately $114,000 in the 1998 Period, primarily as a
result of both the use of proceeds from the Company's initial public offering
("IPO") to repay outstanding debt and the conversion of subordinated and certain
other debt to Common Stock in connection with the IPO.
Provision for Income Taxes. The provision for income taxes increased from
approximately $268,000 in the 1997 Period to approximately $681,000 in the 1998
Period. The increase primarily was a result of the increase in pre-tax income of
the Company from approximately $634,000 in the 1997 Period to $1.6 million in
the 1998 Period.
Net Income. As a result of the foregoing, the Company's net income
increased from approximately $366,000 in the 1997 Period to approximately
$917,000 in the 1998 Period.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funding have been cash flow from
operations, commercial bank credit facilities, notes issued by the Company to
sellers of acquired chauffeured vehicle service companies and, to a lesser
extent, the sale of vehicles obtained from acquired companies. In June 1997,
the Company completed the IPO from which it received net proceeds of $30.8
million.
The Company's principal uses of cash have been, and will continue to be ,
the funding of acquisitions, repayment of debt, and investment in both
Carey International Reservation System ("CIRS") and the Company's automated
operation and information systems.
Net cash used in operating activities was approximately $13,000 in the 1997
Period, compared to net cash provided by operating activities of approximately
$404,000 in the 1998 Period. As of February 28, 1998, the Company's working
capital and current ratio improved to approximately $3.6 million and 1.22,
respectively, as a result of the use of net proceeds of the IPO to repay debt
and continued increases in cash flow from operations.
Cash used in investing activities was approximately $166,000 in the 1997
Period compared to cash used in investing activities of $1.4 million in the 1998
Period. Cash was used in the 1998 Period primarily to acquire operations in
London. In both periods, funds used for acquisitions and capital expenditures
were offset in part by proceeds from the sale of fixed assets, primarily
vehicles acquired in connection with the purchase of chauffeured vehicle service
companies.
Cash used in financing activities was approximately $930,000 in the 1997
Period compared to approximately $549,000 in the 1998 Period, primarily as a
result of the net payment of notes payable during 1997.
On August 15, 1997, the Company entered into a senior credit facility with
three banks consisting of a secured revolving line of credit of $25.0 million
(the "Facility"). As of February 28, 1998, the Company had borrowed $1.3 million
under the Facility. The Facility, which may be used for acquisitions and working
capital, is collateralized by the assets of the Company and its domestic
subsidiaries and by a pledge of the stock of its international subsidiary. The
Facility also provides availability for the issuance of letters of credit. Loans
made under the revolving line of credit bear interest at the Company's option at
either the bank's prime lending rate or 2.0% above the LIBOR rate. Commitment
fees equal to 0.375% per annum are payable on the unused portion of the
revolving line of credit. On the second anniversary of the Facility, outstanding
balances under the Facility will convert to a five-year term loan, which will
bear interest either at a fixed rate (subject to availability) or at a variable
LIBOR or prime-based rate with adjustments determined based on the Company's
earnings. The terms of the Facility (i) prohibit the payment of dividends by the
Company, (ii) with certain exceptions, prevent the Company from incurring or
assuming other indebtedness that is not subordinated to borrowings under the
Facility and (iii) require the Company to comply with certain financial
covenants.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--(CONTINUED)
The Company is in the process of upgrading the CIRS and certain other
computer systems. The upgrades are designed to provide enhanced customer
service and management information. These upgrades, which will continue
throughout 1998 and 1999, also are designed to allow such systems to overcome
what commonly is referred to as the "Year 2000 Problem." The Year 2000 Problem,
which is common to most corporations, concerns the inability of certain
information systems, primarily computer software programs, to properly recognize
and process date sensitive information related to the year 2000 and beyond. The
Company does not anticipate that the cost of these upgrades will have a material
adverse effect on its financial condition and results of operations in any
single future year.
FACTORS TO BE CONSIDERED
The information set forth above contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results could differ
materially from the results anticipated in these forward-looking statements.
Readers should refer to discussion under "Risk Factors" contained in the
Company's Registration Statement on Form S-4 (No. 333-34897) filed with the
Securities and Exchange Commission concerning certain factors which could cause
the Company's actual results to differ materially from the results anticipated
in the forward-looking statements contained herein.
9
<PAGE>
PART II. OTHER INFORMATION
Item 2. Change in Securities and Use of Proceeds:
In this Report on Form 10-Q for the quarterly period ended
August 31, 1997 and its Report on Form 10-K/A for the year ended
November 30, 1997, the Company reported on the use of proceeds
from the sale of 3,335,000 shares of its Common Stock pursuant to
the Company's Registration Statement on Form S-1 (File No. 333-
22651), which was declared effective on May 27, 1997, in
connection with its initial public offering of Common Stock (the
"IPO"). In addition to the use of proceeds previously reported,
the Company used $2.2 million of the net proceeds from the IPO for
acquisitions during the quarter ended February 28, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit:
27 Financial Data Schedule (for the three months ended
February 28, 1998)
27.1 Financial Data Schedule (for the years ended November
30, 1996 and 1997)
27.2 Financial Data Schedule (for the year ended November
30, 1995)
27.3 Financial Data Schedule (for the six months ended May
31, 1997 and the nine months ended August 31, 1997)
10
<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 hereunto duly authorized.
Carey International, Inc.
Date: April 14, 1998 By: /s/ Vincent A. Wolfington
-----------------------------
Vincent A. Wolfington
Chairman, Chief Executive Officer
Date: April 14, 1998 By: /s/ David H. Haedicke
------------------------------
David H. Haedicke
Executive Vice President,
Chief Financial Officer
11
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
27 Financial Data Schedule (for the three months ended
February 28, 1998)
27.1 Financial Data Schedule (for the years ended November
30, 1996 and 1997)
27.2 Financial Data Schedule (for the year ended November
30, 1995)
27.3 Financial Data Schedule (for the six months ended May
31, 1997 and the nine months ended August 31, 1997)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> FEB-28-1998
<CASH> 3,786,533
<SECURITIES> 0
<RECEIVABLES> 14,666,605
<ALLOWANCES> 718,062
<INVENTORY> 0
<CURRENT-ASSETS> 19,519,910
<PP&E> 14,590,903
<DEPRECIATION> 5,407,924
<TOTAL-ASSETS> 82,904,753
<CURRENT-LIABILITIES> 15,943,101
<BONDS> 0
0
0
<COMMON> 76,871
<OTHER-SE> 45,347,752
<TOTAL-LIABILITY-AND-EQUITY> 82,904,753
<SALES> 0
<TOTAL-REVENUES> 23,650,588
<CGS> 16,176,915
<TOTAL-COSTS> 22,025,176
<OTHER-EXPENSES> (32,198)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 59,626
<INCOME-PRETAX> 1,597,984
<INCOME-TAX> 680,741
<INCOME-CONTINUING> 917,243
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 917,243
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.11
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> NOV-30-1997<F1> NOV-30-1996<F1>
<PERIOD-START> DEC-01-1996<F1> DEC-01-1995<F1>
<PERIOD-END> NOV-30-1997<F1> NOV-30-1996<F1>
<CASH> 5,333,402<F1> 2,867,711<F1>
<SECURITIES> 0<F1> 0<F1>
<RECEIVABLES> 17,241,692<F1> 11,480,082<F1>
<ALLOWANCES> 639,000<F1> 535,000<F1>
<INVENTORY> 0<F1> 0<F1>
<CURRENT-ASSETS> 23,371,270<F1> 15,874,531<F1>
<PP&E> 14,394,319<F1> 10,477,391<F1>
<DEPRECIATION> 5,116,000<F1> 4,687,000<F1>
<TOTAL-ASSETS> 85,394,214<F1> 43,966,942<F1>
<CURRENT-LIABILITIES> 18,372,621<F1> 18,062,436<F1>
<BONDS> 0<F1> 0<F1>
0<F1> 0<F1>
0<F1> 1,115,400<F1>
<COMMON> 76,300<F1> 13,776<F1>
<OTHER-SE> 45,173,336<F1> 7,841,371<F1>
<TOTAL-LIABILITY-AND-EQUITY> 85,394,214<F1> 43,966,942<F1>
<SALES> 0<F1> 0<F1>
<TOTAL-REVENUES> 86,378,313<F1> 65,544,942<F1>
<CGS> 57,890,393<F1> 43,649,178<F1>
<TOTAL-COSTS> 78,001,983<F1> 60,375,788<F1>
<OTHER-EXPENSES> (220,004)<F1> (355,754)<F1>
<LOSS-PROVISION> 0<F1> 0<F1>
<INTEREST-EXPENSE> 910,562<F1> 1,735,520<F1>
<INCOME-PRETAX> 7,685,772<F1> 3,789,388<F1>
<INCOME-TAX> 3,162,282<F1> 294,421<F1>
<INCOME-CONTINUING> 4,523,490<F1> 3,494,967<F1>
<DISCONTINUED> 0<F1> 0<F1>
<EXTRAORDINARY> 0<F1> 0<F1>
<CHANGES> 0<F1> 0<F1>
<NET-INCOME> 4,523,490<F1> 3,494,967<F1>
<EPS-PRIMARY> 1.00<F1> 2.57<F1>
<EPS-DILUTED> 0.77<F1> 1.01<F1>
<FN>
<F1>Fiscal year 1996 has been restated for the effects of the
pooling-of-interest and to comply with Statement of Financial Accounting
Standards (SFAS), No. 128, Earnings per Share. Fiscal year 1997 has been
restated for the effects of SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<CASH> 1,615,711<F1>
<SECURITIES> 0<F1>
<RECEIVABLES> 10,317,965<F1>
<ALLOWANCES> 294,000<F1>
<INVENTORY> 0<F1>
<CURRENT-ASSETS> 12,121,623<F1>
<PP&E> 7,961,711<F1>
<DEPRECIATION> 3,643,000<F1>
<TOTAL-ASSETS> 38,729,314<F1>
<CURRENT-LIABILITIES> 14,069,677<F1>
<BONDS> 0<F1>
0<F1>
0<F1>
<COMMON> 13,577<F1>
<OTHER-SE> 7,821,570<F1>
<TOTAL-LIABILITY-AND-EQUITY> 38,729,314<F1>
<SALES> 0<F1>
<TOTAL-REVENUES> 48,969,395<F1>
<CGS> 33,027,209<F1>
<TOTAL-COSTS> 47,108,361<F1>
<OTHER-EXPENSES> (156,005)<F1>
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 1,648,319<F1>
<INCOME-PRETAX> 368,720<F1>
<INCOME-TAX> 270,599<F1>
<INCOME-CONTINUING> 0<F1>
<DISCONTINUED> 0<F1>
<EXTRAORDINARY> 0<F1>
<CHANGES> 0<F1>
<NET-INCOME> 98,121<F1>
<EPS-PRIMARY> 0.07<F1>
<EPS-DILUTED> 0.03<F1>
<FN>
<F1>Fiscal year 1995 has been restated for the effects of the pooling-of-interest
and to comply with Statement of Financial Accounting Standards (SFAS) No. 128,
Earnings per Share.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 9-MOS
<FISCAL-YEAR-END> NOV-30-1997<F1> NOV-30-1997<F1>
<PERIOD-START> DEC-01-1996<F1> DEC-01-1996<F1>
<PERIOD-END> MAY-31-1997<F1> AUG-30-1997<F1>
<CASH> 1,615,712<F1> 5,603,023<F1>
<SECURITIES> 0<F1> 0<F1>
<RECEIVABLES> 9,658,356<F1> 10,710,719<F1>
<ALLOWANCES> 294,000<F1> 410,000<F1>
<INVENTORY> 0<F1> 0<F1>
<CURRENT-ASSETS> 12,160,326<F1> 17,372,956<F1>
<PP&E> 7,961,711<F1> 11,164,135<F1>
<DEPRECIATION> 3,643,000<F1> 3,740,000<F1>
<TOTAL-ASSETS> 38,363,871<F1> 77,838,075<F1>
<CURRENT-LIABILITIES> 14,931,360<F1> 14,758,197<F1>
<BONDS> 0<F1> 0<F1>
0<F1> 0<F1>
0<F1> 0<F1>
<COMMON> 22,270<F1> 75,645<F1>
<OTHER-SE> 7,826,003<F1> 44,228,503<F1>
<TOTAL-LIABILITY-AND-EQUITY> 38,363,868<F1> 77,838,075<F1>
<SALES> 0<F1> 0<F1>
<TOTAL-REVENUES> 34,284,901<F1> 57,217,364<F1>
<CGS> 22,663,808<F1> 38,022,538<F1>
<TOTAL-COSTS> 31,383,765<F1> 52,294,082<F1>
<OTHER-EXPENSES> (140,478)<F1> (179,471)<F1>
<LOSS-PROVISION> 0<F1> 0<F1>
<INTEREST-EXPENSE> 793,379<F1> 852,157<F1>
<INCOME-PRETAX> 2,248,235<F1> 4,250,596<F1>
<INCOME-TAX> 874,237<F1> 1,696,876<F1>
<INCOME-CONTINUING> 1,373,998<F1> 2,553,720<F1>
<DISCONTINUED> 0<F1> 0<F1>
<EXTRAORDINARY> 0<F1> 0<F1>
<CHANGES> 0<F1> 0<F1>
<NET-INCOME> 1,373,998<F1> 2,553,720<F1>
<EPS-PRIMARY> 0.95<F1> 0.74<F1>
<EPS-DILUTED> 0.37<F1> 0.51<F1>
<FN>
<F1>The six-month period ending May 31, 1997 and the nine-month period ending
August 31, 1997 have been restated for the effect of the pooling-of-interest
and to comply with Statement of Financial Accounting Standards (SFAS), No. 128,
Earnings per Share.
</FN>
</TABLE>
