<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended MARCH 31, 1995 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 0-14315
-------------------------------------------------
NRP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 75-2050538
- - ------------------------------------------------------- ------------------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
8150 N. Central Expressway, Suite 795 Dallas, Texas 75206
- - ----------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (214) 373-8662
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
COMMON STOCK, $.01 PAR VALUE SHARES OUTSTANDING: 13,563,361
________________________________________________________________________________
<PAGE> 2
NRP INC.
MARCH 31, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1995 and June 30, 1994 3
Consolidated Statements of Operations -
Three Months Ended March 31, 1995
and March 31, 1994 4
Nine Months Ended March 31, 1995
and March 31, 1994 5
Consolidated Statements of Cash Flow
Nine Months Ended March 31, 1995
and March 31, 1994 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
NRP INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1995 June 30, 1994
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash $ 1,789,694 $ 5,166,074
Notes receivable (Note 1) 1,401,477 505,948
Accounts receivable, less allowance for doubtful
accounts of $71,452 and $118,317 11,709,574 8,664,201
Assets held for sale, net (Note 1) -- 773,485
Prepaid expenses 342,004 338,660
Deferred income tax benefit 95,046 95,046
------------ ------------
Total Current Assets 15,337,795 15,543,414
Equipment and Other Assets:
Equipment, net of accumulated depreciation of
$3,827,888 and $2,305,938 10,943,955 6,200,208
Cost in excess of net assets acquired, net of
accumulated amortization of $878,206 and $801,328 1,932,480 2,009,358
Other assets 1,082,868 632,429
------------ ------------
Total Equipment and Other Assets 13,959,303 8,841,995
------------ ------------
$ 29,297,098 $ 24,385,409
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Accounts payable $ 3,989,303 $ 2,028,946
Notes payable 2,279,896 3,551,278
Unearned revenues and customer deposits 1,158,212 219,655
Accrued compensation 1,632,047 1,715,716
Other accrued liabilities 2,456,416 2,051,485
Current portion of long-term debt 998,285 540,633
------------ ------------
Total Current Liabilities 12,514,159 10,107,713
Long-Term Debt 4,835,202 3,141,558
Other Liabilities 307,379 124,219
Shareholders' Equity:
Preferred Stock, $.01 par value, 1,000,000 shares authorized;
29,778 convertible, $.36 cumulative Series B shares and 840,000
convertible, $.11 cumulative Series C shares issued and
outstanding 8,698 8,698
Common Stock, $.01 par, 27,500,000 shares authorized;
13,563,361 issued and outstanding 135,634 135,634
Additional paid-in capital 8,649,610 8,657,058
Retained earnings 2,846,416 2,210,529
------------ ------------
Total Shareholders' Equity 11,640,358 11,011,919
------------ ------------
$ 29,297,098 $ 24,385,409
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
NRP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
------------- --------------
<S> <C> <C>
Revenues from continuing operations $ 17,317,577 $ 9,640,770
Cost of sales 12,125,756 6,936,040
------------- --------------
Gross profit 5,191,821 2,704,730
Selling, general and administrative expense 3,983,963 2,097,148
Depreciation and amortization expense 649,006 301,842
------------- --------------
Income from continuing operations 558,852 305,740
Interest expense 251,757 228,078
Interest income 13,031 19,073
------------- --------------
Net income from continuing operations before
provision for income taxes 320,126 96,735
Income tax expense 135,496 34,091
------------- --------------
Net income (loss) from continuing operations 184,630 62,644
Income from operations of discontinued
business segment, net of applicable taxes (Note 1) -- 63,000
Loss on disposition of assets of discontinued business
segments, net of applicable taxes (Note 1) -- 17,006
------------- --------------
Net income $ 184,630 $ 108,638
============= ==============
Earnings per common share and common share
equivalents (primary and fully diluted) (Note 2):
Net income from continuing operations $ 0.01 $ --
Income from discontinued operations -- 0.01
Loss on disposition of assets of
discontinued operations -- --
------------- --------------
Net income $ 0.01 $ 0.01
============= ==============
Weighted average common and common
equivalent shares outstanding 17,856,941 13,294,442
============= ==============
</TABLE>
See accompanying notes.
4
<PAGE> 5
NRP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
------------- --------------
<S> <C> <C>
Revenues from continuing operations $ 42,581,622 $ 25,978,203
Cost of sales 30,238,850 18,631,299
------------- --------------
Gross profit 12,342,772 7,346,904
Selling, general and administrative expense 9,263,819 5,664,236
Depreciation and amortization expense 1,598,579 758,892
------------- --------------
Income from continuing operations 1,480,374 923,776
Interest expense 694,255 659,881
Interest income 62,604 91,839
------------- --------------
Net income from continuing operations
before provision for income taxes 848,723 355,734
Income tax expense 135,496 121,204
------------- --------------
Net income from continuing operations 713,227 234,530
Income from operations of discontinued
business segment, net of applicable taxes (Note 1) -- 117,955
Gain on disposition of assets of discontinued business
segments, net of applicable taxes (Note 1) -- 2,565,872
------------- --------------
Net income $ 713,227 $ 2,918,357
============= ==============
Earnings per common share and common share
equivalents (primary and fully diluted) (Note 2):
Net income from continuing operations $ 0.03 $ 0.02
Income from discontinued operations -- 0.01
Gain on disposition of assets of
discontinued operations -- 0.19
------------- --------------
Net income $ 0.03 $ 0.22
============= ==============
Weighted average common and common
equivalent shares outstanding 18,027,272 13,294,442
============= ==============
</TABLE>
See accompanying notes.
5
<PAGE> 6
NRP INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 713,227 $ 2,918,357
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,598,579 758,892
Gain on disposition of assets -- (3,891,899)
Other (7,448) (92,957)
Changes in certain other assets and liabilities:
Accounts receivable (3,045,373) (35,904)
Notes receivable (149,911) (97,457)
Prepaid expenses (3,344) (152,590)
Assets held for sale 27,867 (248,474)
Deferred income tax benefit -- 1,009,258
Other assets (503,443) (22,836)
Accounts payable 1,960,357 587,236
Unearned revenue and customer deposits 938,557 (75,104)
Accrued liabilities 427,081 925,214
------------- -------------
Net cash provided by operating activities 1,956,149 1,581,736
Cash Flow From Investing Activities:
Capital expenditures (4,288,005) (1,929,760)
Proceeds from sale of assets, net -- 4,715,421
------------- -------------
Net cash provided by (used in) investing activities (4,288,005) 2,785,661
Cash Flow From Financing Activities:
Net proceeds from (payments on) line of credit (1,271,382) (1,132,088)
Payments on capital leases (489,047) (399,155)
Proceeds from long-term debt 817,866 450,000
Payments on long-term debt (101,961) (520,101)
------------- -------------
Net cash used in financing activities (1,044,524) (1,601,344)
------------- -------------
Net increase (decrease) in cash (3,376,380) 2,766,053
Cash at beginning of the period 5,166,074 1,890,258
------------- -------------
Cash at end of the period $ 1,789,694 $ 4,656,311
============= =============
Supplemental information on non-cash transactions is as follows:
Capital lease obligations entered into $1,924,438 $2,166,330
Note receivable obtained upon disposition of assets of
discontinued operation 745,618 --
</TABLE>
See accompanying notes.
6
<PAGE> 7
NRP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(UNAUDITED)
1. Disposition of assets.
On August 30, 1994, pursuant to an asset purchase agreement, NRL
Direct, Inc., a wholly-owned subsidiary of the Registrant, sold certain assets
of its wholly-owned operating subsidiaries, consisting primarily of cash,
accounts receivables, fixed assets, tradenames, and other assets, for
promissory notes aggregating approximately $746,000. The Company recognized no
gain or loss as a result of the disposition of these assets. As a result of
the asset disposition, effective July 1, 1994 the Registrant discontinued the
operations of the list brokerage and management businesses. The net assets
conveyed were classified on the balance sheet as assets held for sale at June
30, 1994.
Also, on August 13, 1993 the Registrant, through its wholly-owned
subsidiary, M/B Ltd. Services, Inc., sold substantially all of the assets
related to its Zip Code directory business and recognized an after tax gain of
approximately $2.6 million in the first quarter of the fiscal year ended June
30, 1994. As a result of the asset disposition, the Registrant discontinued
the operations of its Zip Code directory business.
Summary financial information related to the discontinued business
segments is as follows:
<TABLE>
<CAPTION>
For the three months For the nine months
ended March 31, 1994 ended March 31, 1994
---------------------- ----------------------
<S> <C> <C>
Revenues $ 4,464,105 $ 13,970,884
Cost of sales 3,772,569 12,184,646
---------------------- ----------------------
Gross profit $ 691,536 $ 1,786,238
====================== ======================
Income from operations 103,540 197,702
Net interest expense 7,434 18,789
---------------------- ----------------------
Net income before taxes 96,106 178,913
Income tax expense 33,106 60,958
---------------------- ----------------------
Net income $ 63,000 $ 117,955
====================== ======================
</TABLE>
The net after-tax income derived from the operations of the
discontinued business segments has been classified on the statement of
operations as income or loss from operations of discontinued business segments,
net of applicable taxes.
2. Earnings per share.
Primary and fully diluted earnings per common share are computed by
dividing net income applicable to common stock by the weighted average number
of shares of common stock and dilutive common stock equivalents outstanding
during the period. Common stock equivalents consist of common stock issuable
under the assumed exercise of stock options and warrants, computed based on the
treasury stock method, and the assumed conversion of the Company's issued and
outstanding preferred stock. For the three and nine month periods ended March
31, 1995, net income was adjusted to reflect the income attributable to ATC
stock options issued to key employees, officers and directors also of ATC, a
subsidiary of the Registrant. For the three and nine month periods ended March
31, 1994, net income was not adjusted to reflect the income attributable to ATC
stock options issued to key employees, officers and directors of ATC as the
effect of such adjustments was immaterial.
7
<PAGE> 8
Weighted average shares outstanding for the three months ended March 31, 1995
and 1994 was computed as follows:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Weighted average shares outstanding 13,559,974 13,294,442
Common stock equivalents:
Net effect of dilutive stock options 37,411 --
and warrants
Net effect of assumed conversion of
dilutive preferred stock 4,259,556 --
------------ ------------
Primary and fully diluted shares 17,856,941 13,294,442
============ ============
</TABLE>
Weighted average shares outstanding for the nine months ended March 31, 1995
and 1994 was computed as follows:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Weighted average shares outstanding 13,562,249 13,294,442
Common stock equivalents:
Net effect of dilutive stock options 205,467 --
and warrants
Net effect of assumed conversion of
dilutive preferred stock 4,259,556 --
------------ ------------
Primary and fully diluted shares 18,027,272 13,294,442
============ ============
</TABLE>
Net income applicable to common stock for the three and nine month periods
ended March 31, 1995 was computed as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31,1995 March 31, 1995
------------------ -----------------
<S> <C> <C>
Net income $ 184,630 $ 713,227
Less: income applicable to ATC
stock options 122,854 255,729
------------------ -----------------
Net income applicable to common stock $ 61,776 $ 457,498
================== =================
</TABLE>
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The accompanying consolidated financial statements, in the opinion of
the Registrant's management, contain all material, normal and recurring
adjustments necessary to present accurately the consolidated financial
condition of the Registrant and the consolidated results of its operations for
the quarter and nine months ended March 31, 1995. The consolidated results of
operations for the periods reported are not necessarily indicative of the
results to be experienced for the entire current fiscal year.
RESULTS OF OPERATIONS
On August 13, 1993 M/B Ltd. Services, Inc., a wholly-owned subsidiary
of the Registrant ("M/B Ltd."), sold substantially all of the assets relating
to the marketing, publishing and distribution of a Zip Code directory package.
On August 30, 1994 NRL Direct, Inc., a wholly-owned subsidiary of the
Registrant ("NRL"), which through its wholly-owned subsidiaries engaged in the
list brokerage and list management service businesses, sold certain assets of
its operating subsidiaries. As a result of such dispositions, the Registrant
discontinued operations of M/B Ltd. and NRL. Accordingly, in order for the
financial data to be comparable, the financial results for the quarter and nine
months ended March 31, 1994 were restated and the net results of the two
discontinued business segments are reflected as a single line item, "Income
from operations of discontinued business segments, net of applicable taxes".
The following narrative of the Registrant's results of operations, for the
quarter and nine months ended March 31, 1995 versus comparable periods ended
March 31, 1994, discusses only the operations of the Registrant's remaining
business segment which provides outsourced telecommunications based marketing
and customer services through its ATC subsidiary.
For the quarter ended March 31, 1995, the Company earned income from
continuing operations of $558,852 (3.2%) on revenues of $17,317,577 and for the
nine months ended March 31, 1995 earned income from continuing operations of
$1,480,374 (3.5%) on revenues of $42,581,622.
Revenues generated during the current fiscal by the Company's ATC
subsidiary increased $7,676,807 over the prior year third quarter ($17,317,577
vs. $9,640,770) and increased $16,603,419 for the full nine months ($42,581,622
vs. $25,978,203). These revenue increases, 79.6% and 63.9% respectively, were
the result of new clients and additional business from certain existing
customers. ATC has one existing customer which represents approximately 51.3%
of the nine month revenues. As ATC performs service for various autonomous
business units within that customer's organization, management is of the
opinion that the potential risk associated with any concentration of business
is somewhat mitigated by these factors. ATC management is continuing its
long-term strategy to secure large corporate clients which use
telecommunications as a continual, ongoing core segment of their marketing
and/or customer service requirements. The Company's focus is to build
long-term relationships with such targeted clients based upon ATC's customer
service, quality, capacity, technology and flexibility. However, ATC does
continue to perform project based business for certain of its customers for
which there can be no assurance that those clients will repeat or continue
their programs.
For the three months ended March 31, 1995 gross profit increased
$2,487,091 (92.0%) over the comparable prior year period and for the nine
months ended March 31, 1995 gross profit increased $4,995,868 (68.0%). This
increased gross profit in both the three and nine month periods of the current
year is related primarily to the 79.6% and 63.9% increases in revenues for the
three and nine month periods, respectively. However, as the percentage
increases in gross margin are greater than the percentage gains in revenues, a
portion of the gross profit improvement is attributable to gains in operating
efficiency. As a percentage of revenues, gross profit was 30.0% and 29.0% in
the current year's three month and nine month periods, respectively, versus
28.1% and 28.3% in the prior year's comparable periods. The Company's
9
<PAGE> 10
business plan has been and continues to be focused on obtaining market share.
ATC's success to date, as reflected in its revenue growth, places pressure on
gross profit because the Company (i) expenses the majority of start-up expenses
incurred on projects and (ii) must often expand based on less than 100%
absorption of new capacity (i.e., facility costs are allocated over fewer
billable hours until utilization of the capacity increases). ATC counters
those growth driven pressures on gross profit through innovative applications
of technology and emphasis on training and the quality control process. As the
Company plans to continue its emphasis on growing market share, management
expects that the gross profit margins should remain substantially consistent
with that of the nine month period just ended.
Selling, general and administrative expenses increased $1,886,815
(90.8%) in the quarter ended March 31, 1995 and increased $3,599,583 (63.5%) in
the nine month period ended March 31, 1995 over comparable periods in the prior
year. These increases emanate from the additional facilities needed to produce
ATC's revenue growth and the addition of personnel necessary to support that
growth. During the nine month period ended March 31, 1995 ATC has added
facilities which approximately doubled its production capacity. Such
facilities require substantial investments in technology, infrastructure and
quality personnel in order to attract and retain the large, sophisticated users
of the Company's services that management has targeted. In light of the
pressures created by growth, management continues to focus on the expense area.
For example, selling, general and administrative expenses as a percentage of
revenues was 21.8% for both the nine months ended March 31, 1995 and 1994
despite the doubling of production capacity in the current year.
The large increase in production capacity means a substantial
expansion of data processing and telecommunications equipment, furniture and
other capital items necessary to create and support ATC's facilities. This
expansion of capital items resulted in a $839,687 (110.6%) increase in
depreciation and amortization expense in the nine month period ended March 31,
1995 compared to the comparable prior year period. In a percentage comparison,
non-cash charges were 3.8% of 1995 nine month revenue versus 2.9% of 1994's
nine month revenue. Although investing for the long-term absorbed more of
1995's sales dollars, management believes the percentage should decrease as
utilization increases unless further capacity expansions are mandated by
additional business.
Net interest expense for the nine month period ended March 31, 1995
increased $63,609 (11.2%) versus the prior year nine month period. However, as
a percentage of revenues, net interest expense decreased to 1.5% in the current
year nine months from 2.2% in the prior year period despite the increased
working capital demands created by ATC's revenue growth and the increase in
long-term debt utilized to finance the facility and equipment expansion
discussed above. In May 1994, ATC secured a $15 million working capital credit
facility with a major commercial bank to replace its previous working capital
financing arrangement which significantly lowered ATC's working capital
borrowing rate from an annualized rate of approximately 12% to approximately
9.5%. In addition, in June 1994 the Company finalized the conversion of
approximately $3.1 million in 15% short-term debt into shares of a newly
created series of convertible preferred stock. Interest on this short-term
debt, now converted, was approximately $300,000 for the prior year nine months
ended March 31, 1994.
As discussed above, in August 1993 M/B Ltd. sold substantially all of
its assets relating to the Zip Code directory business. Such assets consisted
primarily of contract rights, trademarks, customer lists, inventory, accounts
receivable and other assets. In consideration for the sale of such assets and
the execution of a non-competition and consulting agreement, M/B Ltd. received
net cash consideration of approximately $4.7 million. The Registrant
recognized a one time after tax gain of approximately $2.6 million in the prior
fiscal year as a result of M/B Ltd.'s asset sale. Also as discussed above, NRL
sold certain assets of its operating subsidiaries, consisting primarily of
cash, accounts receivable, fixed assets, and trademarks, to S.D.
10
<PAGE> 11
Bogner, Inc. ("SDB"), a company owned by Stephen D. Bogner the former president
of NRL. In consideration for the assets sold the Registrant received
promissory notes, payable through June 1995, aggregating approximately
$746,000. The Registrant discontinued the operation of NRL effective June 30,
1994 and recognized no gain or loss as a result of the disposition of the
assets of NRL.
LIQUIDITY AND CAPITAL RESOURCES
During 1993 management determined that its ATC subsidiary possessed a
greater growth potential than the Company's other lines of business.
Accordingly, since June 30, 1993 the Company has successfully consummated a
number of transactions in an effort to strengthen its balance sheet and to
provide the liquidity and working capital needed to capitalize on ATC's
potential. The most significant of these transactions included (i) the sale of
the assets and discontinuation of the M/B Ltd. business segment, (ii) the
issuance of 840,000 shares of a newly created series of convertible preferred
stock upon the conversion of approximately $3.1 million in 15% short-term debt,
(iii) securing a three year, $15 million working capital credit facility to
replace ATC's previous receivable financing arrangement, and a $1.5 million
equipment term loan, both from a major commercial bank, (iv) the sale of the
assets and discontinuation of the NRL business segment, (v) securing
approximately $4.0 million in operating lease lines of credit to fund the
acquisition of furniture and equipment, and (vi) securing a capital lease
arrangement of approximately $1.9 million to fund the acquisition of data
processing equipment.
These transactions have provided liquidity and access to sufficient
working capital financing, through the $15 million receivable credit facility,
to fund ATC's near-term growth. In addition the transactions have, in
management's opinion, reduced borrowing costs, provided access to additional
financing, strengthened the balance sheet and eliminated any confusion
regarding the Company's focus. During the current fiscal year, ATC has doubled
its production capacity primarily by leasing a 90,000 square foot facility
which will ultimately house a call center with approximately workstations,
administrative personnel and a complete technological infrastructure.
Currently, this facility is approximately 80% equipped and operating. ATC has
in the past and will continue to utilize cash on hand as well as the equipment
term loan, the capital ease arrangement, and the operating lease lines of
credit mentioned above to finish-out and equip the facility. Although ATC
holds a purchase option on the building as a part of its lease arrangement, in
management's opinion, securing long-term financing to fund its purchase option
is not in ATC's near-term best interest. Management also believes, as ATC's
growth continues, that additional call centers will be needed to facilitate the
increased business and that furniture and equipment, as well as certain
technological upgrades to ATC's existing equipment, will be needed for such
call centers. ATC may have to secure additional financing for these capital
needs as its current commitments may be inadequate. Despite the fact that no
assurances can be made in this regard, management anticipates that, based on
ATC's ability to secure such financing to date, the Company will be able to
locate funding for its near-term future capital equipment needs.
The $15 million receivable credit facility and the $1.5 million term
loan secured by ATC from a major commercial bank, mentioned above, contain
various covenants which limit, among other things, ATC's indebtedness, capital
expenditures, investments, payments and dividends to NRP and requires ATC to
meet certain financial tests. Similarly, under the terms of the guaranty
arrangement, NRP is subject to certain covenants limiting, among other things,
its ability to incur indebtedness, enter into guaranties, and acquire other
companies.
11
<PAGE> 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
None.
12
<PAGE> 13
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.
NRP INC.
May 15, 1995 By: /s/ Jerry L. Sims, Jr.
- - ------------ -------------------------------
Dated Jerry L. Sims, Jr.
Controller
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- - ------- ----------- ------------
<S> <C> <C>
27 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> MAR-31-1995
<CASH> 1,789,694
<SECURITIES> 0
<RECEIVABLES> 13,111,051
<ALLOWANCES> 71,452
<INVENTORY> 0
<CURRENT-ASSETS> 15,337,795
<PP&E> 14,771,843
<DEPRECIATION> 3,827,888
<TOTAL-ASSETS> 29,297,098
<CURRENT-LIABILITIES> 12,514,159
<BONDS> 0
<COMMON> 135,634
0
8,698
<OTHER-SE> 11,496,026
<TOTAL-LIABILITY-AND-EQUITY> 29,297,098
<SALES> 42,581,622
<TOTAL-REVENUES> 42,581,622
<CGS> 30,238,850
<TOTAL-COSTS> 30,238,850
<OTHER-EXPENSES> 10,862,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 631,651
<INCOME-PRETAX> 848,723
<INCOME-TAX> 135,496
<INCOME-CONTINUING> 713,227
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 713,227
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
