<PAGE>
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 October 28, 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 0-15067
GROUNDWATER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 02-0324047
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 River Ridge Drive, Norwood, MA 02062
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (617) 769-7600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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______
------
At December 7, 1995 the registrant had issued and outstanding an aggregate of
6,962,196 shares of its common stock.
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE NUMBER
- ------ --------------------- -----------
Item 1 Financial Statements
Consolidated Balance Sheets
October 28, 1995 (Unaudited) and April 29,
1995........................................................ 1-2
Consolidated Statements of Operations
Thirteen weeks ended October 28, 1995
(Unaudited) and October 29, 1994 (Unaudited)................ 3
Consolidated Statements of Operations
Twenty-six weeks ended October 28, 1995
(Unaudited) and October 29, 1994 (Unaudited)................ 4
Consolidated Statements of Cash Flows
Twenty-six weeks ended October 28, 1995
(Unaudited) and October 29, 1994 (Unaudited)................ 5
Notes to Consolidated Financial Statements
(Unaudited)................................................. 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 7-9
PART II OTHER INFORMATION
- ------- -----------------
Item 4 Submission of Matters to a Vote of Security Holders............ 10
Item 6 Exhibits and Reports on Form 8-K............................... 10
Signatures..................................................... 11
<PAGE>
Item 1. Financial Statements
GROUNDWATER TECHNOLOGY, INC
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
October 28, April 29,
1995 1995
----------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 5,835 $ 10,747
Marketable securities 20,487 15,173
Accounts receivable, less allowances of $2,862 at
October 28, 1995 and $3,100 at April 29, 1995 43,593 46,139
Unbilled revenues 16,549 21,172
Other current assets 7,569 7,072
-------- --------
Total Current Assets 94,033 100,303
Property, plant and equipment, net 8,271 14,193
Other assets, net of accumulated amortization of $461
at October 28, 1995 and $339 at April 29, 1995 7,480 6,249
Net assets of discontinued laboratory operations, less
allowance for operating losses 4,800 --
-------- --------
$114,584 $120,745
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-1-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
October 28, April 29,
1995 1995
------------ -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 5,216 $ 10,989
Accrued salaries and benefits 3,227 4,441
Other accrued liabilities 8,958 8,050
Income taxes payable -- 495
-------- --------
Total Current Liabilities 17,401 23,975
Stockholders' Equity
Preferred stock, $.01 par value, 1,000,000 shares
authorized, none issued -- --
Common stock, $.01 par value, 25,000,000
authorized, 8,078,748 issued at October 28, 1995
and at April 29, 1995, respectively 80 80
Capital in excess of par value 54,315 54,315
Retained earnings 61,545 60,980
Treasury stock, at cost, 1,171,090 shares at
October 28, 1995 and 1,145,116 at April 29, 1995 (17,665) (17,353)
Cumulative currency translation adjustment (1,092) (1,252)
-------- --------
Total Stockholders' Equity 97,183 96,770
-------- --------
$114,584 $120,745
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Thirteen weeks ended
--------------------
(1)
October 28, October 29,
1995 1994
------- -------
<S> <C> <C>
Gross revenue $43,374 $45,738
Cost of subcontracted services 15,912 17,908
------- -------
Net revenue 27,462 27,830
Cost of net revenue 16,208 15,928
------- -------
Gross profit 11,254 11,902
Selling, general and administrative expenses (9,726) (9,849)
Licenses and other income 215 163
------- -------
Income from continuing operations before
investment and other income 1,743 2,216
Investment and other income, net 260 317
------- -------
Income from continuing operations before provision
for income taxes 2,003 2,533
Provision for income taxes 827 1,048
------- -------
Net income from continuing operations 1,176 1,485
------- -------
Income (loss) from discontinued laboratory
operations, net of
tax (expense)/benefit (1,138) 269
------- -------
Net Income $ 38 $ 1,754
======= =======
Earnings (loss) per common share
Income from continuing operations .17 .21
Income (loss) from discontinued laboratory
operations (.16) .04
------- -------
Earnings per common share $ .01 $ .25
======= =======
Shares used to compute earnings per common share 6,907 7,074
======= =======
</TABLE>
(1) Reflects reclassification of discontinued laboratory operations.
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Twenty-six weeks ended
----------------------
(1)
October 28, October 29,
1995 1994
-------- --------
<S> <C> <C>
Gross revenue $ 86,980 $ 88,258
Cost of subcontracted services 32,200 34,385
-------- --------
Net revenue 54,780 53,873
Cost of net revenue 33,467 30,726
-------- --------
Gross profit 21,313 23,147
Selling, general and administrative expenses (19,281) (19,876)
Licenses and other income 375 271
-------- --------
Income from continuing operations before
investment and other income 2,407 3,542
Investment and other income, net 567 629
-------- --------
Income from continuing operations before provision
for income taxes 2,974 4,171
Provision for income taxes 1,190 1,710
-------- --------
Net income from continuing operations 1,784 2,461
-------- --------
Income (loss) from discontinued laboratory
operations, net of
tax (expense)/benefit (1,334) 431
-------- --------
Net Income $ 450 $ 2,892
======== ========
Earnings (loss) per common share
Income from continuing operations .26 .35
Income (loss) from discontinued laboratory
operations (.19) .06
-------- --------
Earnings per common share $ .07 $ .41
======== ========
Shares used to compute earnings per common share 6,919 7,123
======== ========
</TABLE>
(1) Reflects reclassification of discontinued laboratory operations.
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Twenty-six weeks ended
----------------------
October 28, October 29,
1995 1994
-------- --------
<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 450 $ 2,892
Adjustments to reconcile net
income to net cash provided
by (used in)
operating activities:
Depreciation and
amortization 3,642 4,100
Deferred income taxes (880) --
Estimated loss from
discontinued operations 100 --
Changes in operating assets
and liabilities:
Accounts receivable 4,919 (10,780)
Other assets 39 51
Accounts payable (3,745) 2,466
Accrued salaries and
benefits (1,203) 619
Other accrued liabilities 766 (2,235)
Income taxes payable (495) 597
------- --------
Net Cash provided by (used in)
Operating Activities 3,593 (2,290)
Cash Flows From Investing
Activities
Expenditures for property,
plant and equipment (2,144) (2,161)
Purchase of marketable
securities (5,134) (450)
Sale of marketable
securities -- 4,998
Assets acquired net of cash -- (1,007)
Other (788) (27)
------- -------
Net Cash (used in) provided by
Investing Activities (8,066) 1,353
Cash Flows From Financing
Activities
Purchase of treasury stock (893) (2,735)
Proceeds of stock under
employee stock purchase
plans 293 230
------- --------
Net Cash used in Financing
Activities (600) (2,505)
Effect of Exchange Rate
Changes on Cash and Cash
Equivalents 161 220
------- --------
Decrease in Cash and Cash
Equivalents (4,912) (3,222)
Cash and Cash Equivalents at
Beginning of Fiscal Year 10,747 4,909
------- --------
Cash and Cash Equivalents at
End of Period $ 5,835 $ 1,687
======= ========
</TABLE>
Non-Cash Investing Activities:
Reissued $180,000 of Treasury Stock related to a prior acquisition.
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Consolidated Financial Statements
---------------------------------
The consolidated balance sheet as of October 29, 1995 and the related
consolidated statements of operations for the thirteen and twenty-six weeks
ended October 29, 1995 and October 29, 1994, and the related consolidated
statements of cash flows for the twenty-six weeks ended October 28, 1995 and
October 29, 1994, have been prepared by the Company without audit. In the
opinion of management, all adjustments necessary to present fairly the financial
position, results of operations and changes in cash flows at October 28, 1995
and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested this information be read in
conjunction with the Annual Report on Form 10-K for fiscal year ended April 29,
1995 (SEC File No. 0-15067). The results of operations for the period ended
October 28, 1995 are not necessarily indicative of the operating results for the
year.
NOTE 2. Discontinued Operations
-----------------------
In the first quarter of fiscal 1996, the Company determined that a captive
laboratory did not provide a strategic advantage to either the Company or GTEL,
the analytical laboratory business. On November 6, 1995, the Company entered
into a letter of intent with NYTEST Environmental, Inc. and has accounted for
the business as a discontinued operation. Results of operations of the GTEL
laboratory business in the second quarter of fiscal 1996 and for the twenty-six
weeks ended October 28, 1996, on revenues of $3.3 million and $7.1 million
respectively, have been reflected in the loss from operations of discontinued
operations and have been removed from the continuing operation portion of the
consolidated statements of operations. The net assets of the discontinued
operation have been shown separately on the balance sheet and include the
allowance for operating losses from the discontinued operation.
-6-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Continuing Operations
- --------------------------------
The Company's services are primarily related to the assessment and remediation
of contaminated soil and groundwater for customers in a variety of industries
and for federal and state governments. The demand for the Company's services
is a result of governmental regulation and enforcement related to hazardous
contaminants in the environment and public awareness of environmental issues.
The Company, in the course of providing its services, routinely subcontracts
for certain specialized services. These costs are passed through to customers
and, in accordance with industry practice, are included in gross revenue.
Because subcontractor services can vary significantly from project to project,
changes in gross revenue may not be truly indicative of business activity or
trends. Accordingly, the Company views net revenue, which excludes the cost of
services performed by subcontractors, as a more meaningful measure of business
performance.
Net revenue includes fees billed for services provided directly by the Company
and fees charged by the Company for arranging and managing subcontractor
services. Cost of net revenue includes professional salaries incurred in
rendering services to customers, other direct labor, purchases of equipment and
materials and certain direct and indirect overhead costs. Selling, general and
administrative expenses include management salaries, facility costs, and
clerical and administrative overhead. License and other income includes license
and royalty income earned on the Company's intellectual property and income from
direct equity investments in the environmental industry.
The Company's operating results may fluctuate from quarter to quarter.
Factors influencing such variations include: spending decisions by major
customers, delays in the release of committed projects, modifications of
delivery orders issued by contracting government entities, and holidays and
vacation time which limit the amount of time Company personnel and subcontracted
services have in the field.
The Company ended the first quarter with 59 consulting offices and three
laboratories in 31 states and 6 foreign countries. Additionally, the Company's
joint venture with a German company had offices in Germany, Austria and Hungary.
Total employees as of October 28, 1995 was 1,465 as compared to 1,652 as of
April 29, 1995 and 1,582 as of October 29, 1994.
On December 1, 1995, the Company announced that it is engaged in discussions
with Fluor Daniel, Inc. regarding a substantial investment in the Company
through the contribution of cash and part of Fluor Daniel's environmental
services business. Under the proposed transaction, the Company will continue to
be a publicly-held company with Fluor Daniel owning a majority position of the
Company's resulting outstanding stock and the Company would distribute
approximately $60 million to its shareholders, consisting of $35 million from
Fluor Daniel, Inc. and $25 million of the Company's current cash. The terms and
conditions of the transaction continue to be negotiated.
In the first quarter of fiscal 1996, the Company determined that a captive
laboratory did not provide a strategic advantage to either the Company or GTEL,
the analytical laboratory business. On November 6, 1995, the Company entered
into a letter of intent with NYTEST Environmental, Inc. and has accounted for
the business as a discontinued operation. Results of operations of the GTEL
laboratory business in the second quarter of fiscal 1996 and for the twenty-six
weeks ended October 28, 1996, on revenues of $3.3 million and $7.1 million
respectively, have been reflected in the loss from operations of discontinued
operations and have been removed from the continuing operations portion of the
consolidated statements of operations. The net assets of the discontinued
operation have been shown separately on the balance sheet and include the
allowance for operating losses from the discontinued operation.
-7-
<PAGE>
Gross revenue was $43.4 million for the second quarter of fiscal 1996, a
decrease of 5.2% compared to gross revenue of $45.7 million for the same period
last year and decreased from $43.6 million in the prior quarter. Gross revenue
for the six months ended October 28, 1995 was $87.0 million, a decrease of 1.5%
compared to the $88.3 million for the six months ended October 29, 1994. Net
revenue decreased slightly to $27.5 million for the second quarter of fiscal
1996, compared to $27.8 million for the corresponding period last year, and
increased slightly from $27.3 million in the previous quarter. Net revenue for
the six months ended October 28 1995 was $54.8 million, an increase of 1.7%
compared to $53.9 million for the six months ended October 29, 1994.
Gross revenue and net revenue in the second quarter of fiscal 1996 declined
from the same period of the prior year due mainly to decreases in the Company's
retail petroleum business as well as decreases in International gross revenues.
During the first and second quarters of fiscal 1996, the Company's headcount was
reduced by 187 employees to adjust to these workload decreases. Utilization was
59% and average headcount was 1585 in the second quarter of fiscal 1995 compared
to utilization of 58% and average headcount of 1516 in the second quarter of
fiscal 1996. Rebillable activity was very heavy during the second quarter of
fiscal 1995 as well. Gross and net revenue has remained relatively flat during
the first two quarters of fiscal 1996.
Gross profit for the three months ended October 28, 1995 was $11.3 million, a
decrease of 5.4% compared to $11.9 million for the same quarter last year and
an increase of 11.9% compared to $10.1 million for the previous quarter. Gross
profit for the six months ended October 28, 1995 was $21.3 million, a decrease
of 7.9% compared to $23.1 million for the same period last year. As a
percentage of net revenue, gross profit for the three months ended October 28,
1995 was 41% compared to 43% for the same period in fiscal 1995 and 37% for the
previous quarter. The gross margin percentage for the six months ended October
28, 1995 was 39% compared to 43% for the same period in fiscal 1995.
Gross profit and the gross margin percent for the three months ended October
28, 1995 improved over the first quarter of fiscal 1996 due to the impact of
reduced headcount. Approximately $350,000 in severance costs were included in
cost of net revenue for underutilized staff in the first quarter of fiscal 1996.
Utilization in the second quarter of fiscal 1996 at 58% was a significant
improvement over utilization of 55% in the first quarter. Gross profit and the
gross margin percent for the six months ended October 28, 1996 are less than the
same period of the prior year mainly due to the headcount adjustments in the
first quarter of fiscal 1996 and the decline in workload from the same period of
the prior year. In the first half of fiscal 1996, the Company has reclassified
approximately $805,000 of certain overhead costs from selling, general and
administrative expenses related to the costs of subcontracted services which
negatively impacted gross profits as compared to the same period of the prior
year.
Selling, general and administrative expenses were $9.7 million, or 35% of net
revenue, in the three months ended October 28, 1995 compared to $9.8 million, or
35% of net revenue, in the same period of the prior year. Selling, general and
administrative expenses for the first six months of fiscal 1996 were $19.3
million, or 35% of net revenue, compared to $19.9 million or 36.9% of net
revenue for the same period of the prior year. In the first half of fiscal
1996, the Company reclassified approximately $805,000 of certain overhead costs
from selling, general and administrative expenses to the costs of subcontracted
services to more appropriately classify overhead costs related to the processing
and management of rebillable activities. In the second quarter of fiscal 1996,
the Company incurred approximately $313,000 of costs for outside professional
services related to implementing a new flexible benefit program for the Company,
increased strategic planning services and government compliance related
services.
License and other income was $215,000 in the second quarter ended October 28,
1995 compared to $163,000 for the same period of the prior year. License and
other income was $375,000 in the first six months of fiscal 1996 compared to
$271,000 for the same period of the prior year. License and other income was
positively impacted by an $81,000 increase in royalty income from Kurita Water
Industries Ltd., of Japan, in connection with an exclusive technology agreement.
Investment and other income, net, was $260,000 in the second quarter of fiscal
1996 compared to $317,000 in the second quarter of fiscal 1995. Investment and
other income, net, was $567,000 in the first six months of fiscal 1996 compared
to $629,000 in the same period of the prior year.
The Company's effective tax rate was 41.3% for the three months ended October
28, 1995 and was 40.0% for both the six months ended October 28, 1995 and the
six months ended October 29, 1994.
-8-
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents decreased $4.9 million in the six months ending
October 28, 1995 from $10.7 million at April 29, 1995. Marketable securities
increased $5.3 million during the same period. At October 28, 1995, the
Company's primary source of liquidity was $26.3 million in cash, cash
equivalents and marketable securities. The Company has no long-term borrowings.
Operating activities provided $3.6 million in net cash during the first six
months of fiscal 1996 principally due to the improvements in receivables. The
Company used approximately $2.3 million to fund operating activities for the
same period in fiscal 1995. The use of cash to fund operating activities for
the period ended October 29, 1994 was primarily due to the increase in accounts
receivables balances. At October 29, 1994, the centralization of invoicing, as
well as credit and collection activities, while resulting in a more efficient
and effective process in the long term, negatively impacted the timing of
collections of the accounts receivable balances. The decrease in accounts
receivable balances in the first six months of fiscal 1996 reflects improvements
in the management of invoicing and collections. At October 28, 1995, the
Company's working capital increased to $76.6 million from $76.3 million at April
29, 1995. Total assets decreased to $114.6 million at October 28, 1995 from
$120.7 million at April 29, 1995.
The Company used cash to finance the purchase of $5.1 million of marketable
securities during the six months ended October 28, 1995. Approximately $2.1
million of expenditures in property, plant and equipment were made primarily
for computer and rental equipment. The Company had no material commitments for
capital expenditures as of October 28, 1995 and estimates spending for the
remaining year to be approximately $4.5 million.
In August 1993, the Board of Directors authorized the Company to repurchase an
aggregate of 2,173,500 shares of its common stock from time to time through open
market purchases or privately negotiated transactions. The Company used $893,000
in cash to finance the purchase of 70,000 shares during the first quarter of
fiscal 1996. No shares were purchased during the second quarter of fiscal 1996.
Funding requirements for operations are expected to be met from cash generated
from operations, existing cash, cash equivalents and marketable securities. The
Company believes that cash provided from these sources will be sufficient to
meet its requirements for the near term.
-9-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
PART II
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
a.) An Annual Meeting of the Registrant was held on September 19, 1995.
b.) The number of Directors of the Company was set at four. Directors
elected at the meeting were Allan S. Bufferd and Robert P. Schechter.
Messrs. Bufferd and Schechter served as directors prior to the meeting
and were elected to serve until the 1998 Annual Meeting of
Stockholders. Directors whose term of office continued after the
meeting were Walter C. Barber and Bayard Henry. Mr. Barber's term
expires at the 1997 Annual Meeting of Stockholders and Mr. Henry's term
will expire at the 1996 Annual Meeting of Stockholders.
c.) Proposal I For Against Abstain No-Vote
---------- --- ------- ------- -------
Election of Directors
Allan S. Bufferd 5,619,004 48,063 - -
Robert P. Schechter 5,619,004 48,063 - -
Proposal II
-----------
Amend 1986 Employee
Stock Purchase Plan 3,729,951 198,190 132,221 1,606,705
Proposal III
------------
Adopt 1995 Director Plan 2,562,832 1,360,357 137,073 1,606,805
Proposal IV
-----------
Selection of Auditors
Coopers & Lybrand LLP 5,627,220 17,075 22,772 -
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a.) No exhibits are required to be filed herewith.
b.) On July 26, 1995, the Company filed a Form 8-K reporting a change in
auditors from Ernst & Young L.L.P. to Coopers & Lybrand L.L.P.. On
August 1, 1995, the Company filed a Form 8-K/A filing a letter from
Ernst & Young L.L.P. pursuant to Item 304(a)(3) of Regulation S-K.
-10-
<PAGE>
GROUNDWATER TECHNOLOGY, INC.
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.
GROUNDWATER TECHNOLOGY, INC.
-----------------------------
Date: December 11, 1995 /s/ Walter C. Barber
----------------- -----------------------------
Walter C. Barber
President and
Chief Executive Officer
Date: December 11, 1995 /s/ Robert E. Sliney, Jr.
----------------- -----------------------------
Robert E. Sliney, Jr.
Vice President, Treasurer and
Chief Financial Officer
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR PERIOD ENDED OCTOBER 28, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-27-1996
<PERIOD-START> APR-30-1995
<PERIOD-END> OCT-28-1995
<CASH> 5,835
<SECURITIES> 20,487
<RECEIVABLES> 46,455
<ALLOWANCES> 2,862
<INVENTORY> 0
<CURRENT-ASSETS> 94,033
<PP&E> 8,271
<DEPRECIATION> 0
<TOTAL-ASSETS> 114,584
<CURRENT-LIABILITIES> 17,401
<BONDS> 0
<COMMON> 80
0
0
<OTHER-SE> 97,183
<TOTAL-LIABILITY-AND-EQUITY> 114,584
<SALES> 86,980
<TOTAL-REVENUES> 86,980
<CGS> 33,467
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 19,281
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,974
<INCOME-TAX> 1,190
<INCOME-CONTINUING> 1,784
<DISCONTINUED> (1,334)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 450
<EPS-PRIMARY> .07
<EPS-DILUTED> 0
</TABLE>
