<PAGE>
UNITED STATES
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 September 30, 1999
------------------
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-14951
-------
BUTLER INTERNATIONAL, INC.
--------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 06-1154321
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Summit Avenue, Montvale, New Jersey 07645
---------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 573-8000
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 .
------ ------
As of November 10, 1999, 9,309,347 shares of the registrant's common stock, par
value $.001 per share, were outstanding and 630,000 shares were in treasury.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
--------------------
(A) Consolidated Balance Sheets - September 30, 1999 (Unaudited) and December
31, 1998
(B) Consolidated Statements of Operations (Unaudited) - quarter ended September
30, 1999 and quarter ended September 30, 1998
(C) Consolidated Statements of Operations (Unaudited) - nine months ended
September 30, 1999 and nine months ended September 30, 1998
(D) Consolidated Statements of Cash Flows (Unaudited) - nine months ended
September 30, 1999 and nine months ended September 30, 1998
(E) Notes to Consolidated Financial Statements (Unaudited)
2
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(in thousands except share data)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash $ 741 $ 910
Accounts receivable, net 68,293 65,349
Inventories 461 441
Other current assets 6,909 6,193
------------- ------------
Total current assets 76,404 72,893
Property and equipment, net 18,116 16,527
Other assets and deferred charges 4,026 2,711
Excess cost over net assets of
businesses acquired, net 60,290 57,981
------------- ------------
Total assets $158,836 $150,112
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 27,552 $ 30,163
Current portion of long-term debt 5,303 5,895
------------- ------------
Total current liabilities 32,855 36,058
------------- ------------
Revolving credit facility 35,389 27,251
Other long-term debt 27,931 27,684
Other long-term liabilities 4,094 3,920
Stockholders' equity:
Preferred stock: par value $.001 per share,
authorized 15,000,000: Series B 7% Cumulative
Convertible, authorized 12,750,000; issued
4,626,489 in 1999 and 4,521,846 in 1998
(Aggregate liquidation preference $4,626
in 1999 and $4,522 in 1998) 5 3
Common stock: par value $.001 per share,
authorized 125,000,000; issued 9,439,347
at June 30, 1999 and 9,759,062 at
December 31, 1998 10 7
Additional paid-in capital 95,964 95,244
Accumulated deficit (32,243) (39,922)
Accumulated other comprehensive income (160) (133)
------------- ------------
Sub-total 63,576 55,199
Less - Treasury stock (500,000 shares) (5,009) 0
------------- ------------
Total stockholders' equity 58,567 55,199
------------- ------------
Total liabilities and stockholders' equity $158,836 $150,112
============= ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended September 30,
---------------------------
1999 1998
----------- ----------
<S> <C> <C>
Net sales $101,839 $112,755
Cost of sales 79,459 90,111
----------- ----------
Gross margin 22,380 22,644
Depreciation and amortization 1,324 1,188
Selling, general and administrative expenses 15,691 15,993
----------- ----------
Operating income 5,365 5,463
Interest expense (1,196) (1,307)
----------- ----------
Income before income taxes 4,169 4,156
Income taxes 1,423 1,247
----------- ----------
Net income $ 2,746 $ 2,909
=========== ==========
Net income per share:
Basic $ .27 $ .30
Diluted $ .23 $ .25
Average number of common shares and dilutive
common share equivalents outstanding:
Basic 9,884 9,672
Diluted 11,745 11,716
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Net sales $ 314,381 332,426
Cost of sales 245,652 270,612
-------------- --------------
Gross margin 68,729 61,814
Depreciation and amortization 3,861 3,020
Selling, general and administrative expenses 49,123 45,618
-------------- --------------
Operating income 15,745 13,176
Interest expense (3,363) (3,370)
-------------- --------------
Income before income taxes 12,382 9,806
Income taxes 4,544 2,959
-------------- --------------
Net income $ 7,838 $ 6,847
============== ==============
Net income per share:
Basic $ .78 $ .69
Diluted $ .67 $ .59
Average number of common shares and dilutive
common share equivalents outstanding:
Basic 9,879 9,659
Diluted 11,781 11,680
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,838 $ 6,847
Adjustments to reconcile net income to net
cash provided by (used in) by operating activities:
Depreciation and excess purchase
price amortization 3,861 3,021
Amortization of deferred financing 109 37
Foreign currency translation (27) (55)
(Increase) decrease in assets,
increase (decrease) in liabilities:
Accounts receivable (2,944) (14,560)
Inventories (20) 597
Other current assets (716) (2,115)
Other assets (1,424) (681)
Current liabilities (2,665) 4,466
Other long-term liabilities 174 623
-------- --------
Net cash provided by (used in)
operating activities 4,186 (1,820)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - net (3,758) (2,339)
Cost of businesses acquired (4,001) (34,985)
Other -- (34)
-------- --------
Net cash used in investing activities (7,759) (37,358)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing agreements 7,793 39,033
Net proceeds from the issuance of
Common stock 620 141
Repurchase common stock (5,009) --
-------- --------
Net cash provided by financing activities 3,404 39,174
-------- --------
Net decrease in cash (169) (4)
Cash at beginning of period 910 914
-------- --------
Cash at end of period $ 741 $ 910
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
6
<PAGE>
BUTLER INTERNATIONAL, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
NOTE 1 - PRESENTATION:
The consolidated financial statements include the accounts of Butler
International, Inc. ("the Company") and its wholly-owned subsidiaries.
Significant intercompany balances and transactions have been eliminated.
Certain amounts from prior period consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform
with the current period presentation.
The accompanying financial statements are unaudited, but, in the opinion of
management, reflect all adjustments, which include normal recurring accruals,
necessary to present fairly the financial position, results of operations and
cash flows at September 30, 1999, and for all periods presented.
Certain information and footnote disclosures normally included in financial
statements prepared in conformity with generally accepted accounting principles
have been condensed or omitted. Accordingly, this report should be read in
conjunction with the Company's annual report on Form 10-K for the year ended
December 31, 1998.
NOTE 2 - EARNINGS PER SHARE:
The following table presents the computation of basic and diluted earnings per
common share as required by SFAS No. 128 (in thousands, except per share data).
<TABLE>
<CAPTION>
Quarter ended Sept 30, Nine months ended Sept 30,
---------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic Earnings per Share:
- ------------------------
Income available to common
Shareholders $ 2,692 $ 2,858 $ 7,679 $ 6,698
------- ------- ------- -------
Weighted average common shares
outstanding 9,884 9,672 9,879 9,659
------- ------- ------- -------
Basic earnings per common share $ .27 $ .30 $ .78 $ .69
======= ======= ======= =======
Diluted Earnings per Share:
- --------------------------
Income available to common
Shareholders assuming conversion
of preferred stock $ 2,746 $ 2,909 $ 7,838 $ 6,847
------- ------- ------- -------
Weighted average common shares
outstanding 9,884 9,672 9,879 9,659
Common stock equivalents 543 799 603 804
Assumed conversion of preferred
stock 1,318 1,245 1,299 1,217
------- ------- ------- -------
Total weighted average common
shares 11,745 11,716 11,781 11,680
------- ------- ------- -------
Diluted earnings per common share $ .23 $ .25 $ .67 $ .59
======= ======= ======= =======
</TABLE>
NOTE 3 - COMMON STOCK:
For the nine months ended September 30, 1999, the Company issued 187,500 shares
of common stock upon the exercise of common stock options and retired 7,215
shares of common stock.
7
<PAGE>
NOTE 4 - TREASURY STOCK:
In September 1999, the Company's Board of Directors authorized the repurchase of
up to one million shares of its common stock representing approximately 10% of
the outstanding shares. In September the Company repurchased 500,000 shares in
accordance with the stock repurchase program.
NOTE 5 - STOCK SPLIT:
At the Annual Meeting of Shareholders held on May 6, 1999, the Company's Board
of Directors declared a three-for-two stock split in the form of a 50% stock
dividend on all classes of stock. The dividend was distributed on June 1, 1999,
to shareholders of record at the close of business on May 16, 1999, and has been
reflected in the financial statements and accompanying notes. Prior year
earnings per share amounts have been restated for the stock split.
NOTE 6 - SEGMENTS:
The Company's services are provided through four business segments: Technology
Solutions, Telecom Services, Fleet Services and the Technical Group. The
Company primarily operates in the United States. However, the Technical Group
does include results from its United Kingdom ("UK") subsidiary. Net sales from
the UK operation were $5.1 million for the third quarter of 1999 and $15.3
million for the nine months ended September 30, 1999, as compared to $4.2
million and $11.6 million for the same periods in 1998. Operating profits from
the UK subsidiary were $222,000 for the third quarter of 1999 and $758,000 for
the nine months ended September 30, 1999, versus $142,000 and $423,000 for the
same periods in 1998. The following table presents sales and operating profits
by segment (in thousands):
<TABLE>
<CAPTION>
NET SALES: Quarter Ended Sept 30, Nine Months Ended Sept 30,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Technology Solutions $ 29,147 $ 29,234 $ 88,686 $ 66,504
Telecom Services 25,340 20,471 75,041 56,470
Fleet Services 10,534 12,685 32,921 49,743
Technical Group 36,818 50,365 117,733 159,709
--------- --------- --------- ---------
Consolidated Sales $ 101,839 $ 112,755 $ 314,381 $ 332,426
========= ========= ========= =========
OPERATING PROFITS: 1999 1998 1999 1998
--------- --------- --------- ---------
Technology Solutions $ 2,587 $ 3,642 $ 7,021 $ 7,664
Telecom Services 4,352 3,339 13,239 9,236
Fleet Services 808 608 2,296 2,266
Technical Group 2,291 3,055 8,210 9,338
Unallocated amounts (4,673) (5,181) (15,021) (15,328)
--------- --------- --------- ---------
Consolidated Profits $ 5,365 $ 5,463 $ 15,745 $ 13,176
========= ========= ========= =========
</TABLE>
NOTE 7 - COMPREHENSIVE INCOME:
Comprehensive income is defined as the total change in stockholders' equity
during a period, other than from transactions with shareholders. For the
Company, comprehensive income is comprised of net income and the net change in
cumulative foreign currency translation adjustments, which was an increase of
$47,000 for the quarter, and a decrease of $27,000 for the nine months ended
September 30, 1999, respectively, and a decrease of $91,000 and $55,000, for the
quarter and nine months ended September 30, 1998. Total comprehensive income
was $2,793,000 and $7,811,000 for the three and nine months ended September 30,
1999, compared to $2,818,000 and $6,792,000 for the three and nine months ended
September 30, 1998.
8
<PAGE>
NOTE 8 - CONTINGENCIES:
The Company and its subsidiaries are parties to various legal proceedings and
claims incidental to its normal business operations for which no material
liability is expected beyond that which is recorded. While the ultimate
resolution of these matters is not known, management does not expect that the
resolution of such matters will have a material adverse effect on the Company's
financial statements and results of operations.
NOTE 9 - RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:
In June of 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities". This
standard shall be effective for all fiscal quarters for all fiscal years
beginning after June 15, 2000. The company is currently evaluating the impact,
if any, of this standard on its financial reporting.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
-----------------------------------------------------------------
Financial Condition
- -------------------
RESULTS OF OPERATIONS
- ---------------------
Net income for the third quarter of 1999 was $2.7 million, as compared to the
$2.9 million reported in the third quarter of 1998. Diluted earnings per share
were $.23 in 1999, compared with $.25 in the 1998 second quarter. Revenues for
the third quarter of 1999 were $101.8 million, compared to $112.8 million
recorded in the same period of 1998.
A substantial increase in the profitability of the Telecom Services business for
the quarter was offset by decreases in the Technology Solutions and Technical
Group operations. The Fleet Service business also registered a sizable increase
in profits during the quarter versus last year. Gross margins in the current
year quarter improved to 22.0%, up from 20.1% last year. The increase in gross
margins was directly attributable to improved business mix. The Telecom
Services and Technology Solutions businesses now comprise 53% of the Company's
volume, compared with 44% in the prior year. These same groups currently make-
up 65% of the Company's consolidated gross margin, versus 59% in 1998.
Revenues in the 1999 third quarter were $101.8 million, down from the $112.8
million recorded in the same period of 1998. The Company's Telecom Services
business reported an increase of 24%. This growth which amounted to nearly $5
million was offset by a decrease of $14 million in the Technical Group and $2
million in the Fleet Services business. Revenues of the Technology Solutions
division were flat with that of a year ago. The increase in the Telecom
Services operation and the decrease in the Technical Group was in line with the
Company's strategy of transforming its business mix towards its high-end service
offerings. The reduction in the Fleet Services revenue was directly related to
the previously announced restructuring of a major contract. That change had
occurred towards the end of the third quarter of 1998. In spite of the
decreased revenue, the Fleet Services operation's profit increased by 33% over
that of the prior year.
For the nine months ended September 30, 1999, net income increased by 14%, to
$7.8 million, from the $6.8 million recorded in the first nine months of 1998.
Diluted earnings per share for the period were $.67, a 14% increase above the
$.59 recorded in the first nine months of 1998. This increase was primarily due
to higher operating margins that were influenced by improved business mix.
Gross margins in the 1999 period were 21.9%, compared with 18.6% in the
comparable period of 1998. Revenues for the year to date period ended September
30, 1999, were $314.4 million, down from the $332.4 million recorded in the same
period of 1998. The Company's Telecom Services and Technology Solutions
businesses each grew by 33% totaling $41 million. This increase however was
more than offset by a $42 million decrease in the lower margin Technical Group,
as well as a $17 million reduction in the Fleet Services division.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's primary sources of funds are generated from operations and
borrowings under its revolving credit facility and acquisition line of credit.
Cash provided by operating activities was $4.2 million for the nine months ended
September 30, 1999, an increase of $6.0 million from 1998. As of September 30,
1999, $35.4 million was outstanding under the credit facility, with an
additional $5.5 million used to collateralize letters of credit. As of
September 30, 1999, $26.5 million was outstanding on the acquisition line.
Proceeds from the credit facility are used to finance internal business growth,
working capital, capital expenditures, acquisitions and the Company's stock
repurchase program.
10
<PAGE>
The Company's credit agreement with General Electric Capital Corporation
("GECC") provides for a revolving credit facility for loans up to $50.0 million,
including $9.0 million for letters of credit and an additional acquisition
facility for up to $35.0 million. The interest rate on the revolving credit
facility at the end of the third quarter of 1999 was 115 basis points above the
30-day commercial paper rate, or 6.47%. Interest reductions are available based
upon the Company achieving certain financial results. The acquisition facility
bears interest at 250 basis points above the 30 day commercial paper rate. The
interest rate in effect on September 30, 1999, was 7.82%. The Company has
guaranteed all obligations incurred or created under the credit agreement. The
Company is in compliance with the required affirmative and financial covenants.
The GECC credit facility excludes the U.K operation, which has its own
(Pounds)1.5 million facility. As of September 30, 1999, (Pounds)240,000 was
outstanding under the U.K. facility.
The Company has a seven year mortgage for its corporate office facility. The
mortgage consists of a $6.4 million loan that is repayable based upon a 15 year
amortization schedule and a $375,000 loan that is repayable based on a 4 year
schedule. The variable interest rate on these loans is one month Libor plus 225
basis points. The Company entered into an interest rate swap agreement with its
mortgage holder. The Company makes monthly interest payments at the fixed rates
of 8.1% and 7.92% on the $6.4 million and $375,000 loans, respectively. The
fixed rates were decreased from 8.6% and 8.42%, retroactive to January 1, 1999.
The Company receives payments based upon the one month Libor plus 225 basis
points. The net gain or loss from the exchange of interest rate payments is
included in interest expense.
In September the Company repurchased 500,000 shares of its common stock for
approximately $5 million in accordance with the stock repurchase program
authorized by its Board of Directors earlier in the month.
During the nine months ended September 30, 1999, the Company expended
approximately $4 million for contingent earn-out payments and other costs
associated with prior year acquisitions.
The Company believes that its operating cash flow and credit facilities will
provide sufficient liquidity for at least the next twelve months.
The Company does not have any off balance sheet financial instruments or
derivatives subject to significant market risk.
YEAR 2000 COMPLIANCE
- --------------------
Description:
At midnight on December 31, 1999, certain computer systems may not be able to
distinguish the Year 2000 from the Year 1900. This is because computer software
has, until recently, been written utilizing two digits rather than four to
express years. This programming flaw may debilitate computer systems worldwide,
because date-sensitive applications may recognize the Year 2000 as 1900, or not
at all. This may cause miscalculations or system failures. This situation has
become known as the Y2K problem, or the Millennium Bug.
Compliance:
The Company has established a Y2K Oversight Committee to ensure compliance of
all systems.
Beginning in 1995, the Company began the strategic process of upgrading and
replacing all of its financial systems. The new systems are all Y2K-compliant,
server driven
11
<PAGE>
operating systems. This project was completed during the third quarter of 1999.
With regard to all other computerized systems, the Company has completed its Y2K
readiness, and has successfully tested its ability to correctly identify and
process the Year 2000. All desktop and laptop computers have been checked for
Y2K readiness. Any computers that were not compliant were replaced. All PC
operating systems have been upgraded. All telecommunications and PBX systems
have been evaluated and are now Y2K compliant. All building systems (e.g.,
elevators, HVAC) were also reviewed. The majority of these systems are
day-dependent, not date-dependent, so they should not be impacted by Y2K. The
Company has been contacting major clients and vendors to evaluate their Y2K
compliance plans and readiness, to determine whether a Y2K event will have a
significant impact on the Company.
Costs:
Due to the scheduled conversion of the Company's financial systems there are no
specific Y2K costs related to those areas. The cost incurred to date to upgrade
non-compliant PCs was approximately $137,000, of which $24,000 has been expensed
and $113,000 has been recorded to property and equipment. The cost to upgrade
or replace non-compliant telecommunication systems has been approximately
$88,000.
Worst-Case Scenarios:
The following are worst-case scenarios that could have an impact on the Company
if they were to occur: The Company could be negatively impacted if several of
its larger clients were affected by either their inability to retain contract
employees supplied by the Company or by their inability to process payables
promptly. This may become a benefit to the Company because it has the ability
to provide Y2K solutions to the affected customers. The Company would incur
additional financing costs during any extended receivable period. The Company
could be adversely affected if financial institutions were unable to wire
payroll funds. Such an occurrence would require the Company to issue paper
checks which may not be well received by its employees.
Contingency Planning:
The Company has developed a contingency plan that would enable it to print
checks manually and mail them to all employees in the event of a bank problem.
Appropriate contingency plans have been developed to consider potential client
or vendor Y2K events.
Summary:
Based on the activities reviewed above, all of the Company's internal systems
are Y2K compliant. The Company does not believe that the Y2K issues will have a
material adverse effect on its financial condition or results of operations.
The Y2K issue has not had a substantial impact on the Company's property and
equipment
Information contained in this Management's Discussion and Analysis of Results of
Operations and Financial Condition, other than historical information, may be
considered forward-looking in nature. As such, it is based upon certain
assumptions and is subject to various risks and uncertainties, which may not be
controllable by the Company. To the extent that these assumptions prove to be
incorrect, or should any of these risks or uncertainties materialize, the actual
results may vary materially from those which were anticipated.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
---------------------------------------------------------
See discussion on liquidity and capital resources in Item 2.
12
<PAGE>
Part II - OTHER INFORMATION
Item
1. Legal Proceedings - None
2. Changes in Securities - None
3. Defaults Upon Senior Securities - None
4. Submission of Matters to a Vote of Security Holders - None
5. Other Information - None
6. Exhibits and Reports on Form 8-K
(a) Exhibit list and exhibits attached
(b) Reports on Form 8-K - None
13
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
BUTLER INTERNATIONAL, INC.
--------------------------
(Registrant)
November 12, 1999 By: /s/ Edward M. Kopko
-----------------------------
Edward M. Kopko
Chairman and Chief Executive
Officer
November 12, 1999 By: /s/ Michael C. Hellriegel
-----------------------------
Michael C. Hellriegel
Senior Vice President and Chief
Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BUTLER
INTERNATIONAL, INC. FORM 10Q FOR PERIOD ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 741
<SECURITIES> 0
<RECEIVABLES> 71,223
<ALLOWANCES> 2,930
<INVENTORY> 461
<CURRENT-ASSETS> 76,404
<PP&E> 35,461
<DEPRECIATION> 17,345
<TOTAL-ASSETS> 158,836
<CURRENT-LIABILITIES> 32,855
<BONDS> 0
0
5
<COMMON> 10
<OTHER-SE> 58,552
<TOTAL-LIABILITY-AND-EQUITY> 158,836
<SALES> 314,381
<TOTAL-REVENUES> 314,381
<CGS> 245,652
<TOTAL-COSTS> 245,652
<OTHER-EXPENSES> 52,638
<LOSS-PROVISION> 346
<INTEREST-EXPENSE> 3,363
<INCOME-PRETAX> 12,382
<INCOME-TAX> 4,544
<INCOME-CONTINUING> 7,838
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,838
<EPS-BASIC> .78
<EPS-DILUTED> .67
</TABLE>
