FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-15539
RIGHT MANAGEMENT CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2153729
(State of other jurisdiction of (IRS Employer
incorporation of organization) Identification No.)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 988-1588
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 _____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of April 30, 1998:
Common Stock, $0.01 par value 6,732,058
Class Number of Shares
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
Condensed Consolidated Balance Sheets
(Dollars in Thousands Except Share Data)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(Unaudited)
Assets
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 6,628 $ 7,583
Accounts receivable, trade, net of allowance for doubtful accounts
of $741 and $663 in 1998 and 1997, respectively 29,920 21,888
Royalties and fees receivable from Affiliates 3,128 2,511
Other current assets 3,574 2,755
----------- -----------
Total current assets 43,250 34,737
Property and equipment, net of accumulated depreciation of $18,129
and $16,931 in 1998 and 1997, respectively 13,928 13,342
Intangible assets, net of accumulated amortization of $11,351 and
$10,702 in 1998 and 1997, respectively 33,510 30,703
Other noncurrent assets 2,668 2,922
----------- -----------
Total Assets $ 93,356 $ 81,704
=========== ===========
Liabilities and Shareholders' Equity
Current Liabilities:
Current portion of long-term debt and other obligations $ 4,954 $ 3,943
Accounts and commissions payable 8,332 6,082
Accrued expenses 7,887 6,294
Deferred income 6,091 2,927
----------- -----------
Total current liabilities 27,264 19,246
----------- -----------
Long-term debt and other obligations 10,860 8,775
----------- -----------
Deferred compensation 1,614 1,822
----------- -----------
Minority interest in subsidiary 1,441 1,411
----------- -----------
Shareholders' Equity:
Preferred stock, no par value; 1,000,000 shares authorized; no
shares issued or outstanding - -
Common stock, $.01 par value; 20,000,000 shares authorized;
7,103,582 and 7,084,104 shares issued in 1998 and 1997, respectively 71 71
Additional paid-in capital 14,669 14,492
Retained earnings 39,826 38,363
Accumulated total comprehensive income (493) (580)
----------- -----------
54,073 52,346
Less treasury stock, at cost, 380,452 shares (1,896) (1,896)
----------- -----------
Total shareholders' equity 52,177 50,450
----------- -----------
Total Liabilities and Shareholders' Equity $ 93,356 $ 81,704
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
Condensed Consolidated Statements of Income
(Dollars and Shares in Thousands Except Earnings per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
----- ----
Revenue:
<S> <C> <C>
Company office revenue $ 37,233 $ 28,990
Affiliate royalties 1,040 1,055
--------------- ---------------
Total revenue 38,273 30,045
--------------- ---------------
Expenses:
Consultants' compensation 15,800 12,786
Office sales and consulting support 2,289 1,579
Office administration 13,159 10,895
General sales and administration 4,179 3,044
Restructuring costs (Note B) - 630
--------------- ---------------
Total expenses 35,427 28,934
--------------- ---------------
Income from operations 2,846 1,111
Interest income (expense), net (237) 94
--------------- ---------------
Income before income taxes 2,609 1,205
Provision for income taxes 1,116 481
Minority interest in net income of subsidiary 30 -
--------------- ---------------
Net income $ 1,463 $ 724
=============== ===============
Basic earnings per share $ 0.22 $ 0.11
=============== ===============
Diluted earnings per share $ 0.22 $ 0.11
=============== ===============
Basic weighted average number of shares outstanding 6,695 6,516
=============== ===============
Diluted weighted average number of shares outstanding 6,778 6,870
=============== ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
<S> <C> <C>
Operating Activities:
Net income $1,463 $724
Adjustments to reconcile net income to net cash
provided by (utilized for) operating activities:
Depreciation and amortization 1,866 1,427
Deferred income taxes 423 --
Restricted stock compensation -- (470)
Restructuring costs (Note B) -- 630
Minority interest in net income of subsidiary 30 --
Provision for doubtful accounts 120 75
Other non-cash items 254 (320)
Changes in operating accounts:
(Increase) in operating assets (9,859) (2,743)
Increase (decrease) in operating liabilities 6,961 (5,528)
-------- --------
Net cash provided by (utilized for) operating activities 1,258 (6,205)
-------- --------
Investing Activities:
Purchase of property and equipment (1,742) (796)
Cash paid for acquisitions (3,748) (3,195)
-------- --------
Net cash utilized for investing activities (5,490) (3,991)
-------- --------
Financing Activities:
Borrowings under revolving credit facility 3,600 --
Payment of long-term debt and other obligations (500) (218)
Proceeds from stock issuances 177 738
-------- --------
Net cash provided by financing activities 3,277 520
-------- --------
Decrease in cash and cash equivalents (955) (9,676)
Cash and cash equivalents, beginning of period 7,583 18,055
-------- --------
Cash and cash equivalents, end of period $6,628 $8,379
======== ========
Supplemental Disclosures of Cash Flow Information
Cash paid for:
Interest $237 $96
======== ========
Income taxes $571 $1,606
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnote disclosures necessary for a fair presentation of consolidated financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three months ended
March 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. For further information, refer
to the financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
Principles of Consolidation
The consolidated financial statements include the accounts of Right Management
Consultants, Inc. and its majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
Comprehensive Income
In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income" which is effective for financial statements issued for fiscal years
beginning after December 15, 1997. Comprehensive income is defined as net income
plus revenues, expenses, gains and losses that, under generally accepted
accounting principles, are excluded from net income. The Company's comprehensive
income includes net income and unrealized gains and losses from foreign currency
translation. Total comprehensive income for the three months ended March 31,
1998 and 1997 was $1,513,000 and $535,000, respectively.
Reclassifications
Certain 1997 amounts have been reclassified to conform to the 1998 presentation.
4
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE B - RESTRUCTURING COSTS
During the first quarter 1997, the Company announced a corporate restructuring.
The restructuring charge of $630,000 ($380,000 or $0.06 per share, net of taxes)
was primarily for severance payments related to reductions in employees and
lease termination costs for the closure of several small "satellite" offices
with limited future economic benefit to the Company. The Company anticipates
that all payments for severance and office closures will be completed in 1998.
NOTE C - ACQUISITION AND LICENSING AGREEMENT
Effective January 1, 1998, the Company acquired certain assets and the business
of Manus Associates ("Manus"), a Stamford, Connecticut human resource consulting
firm, for a combination of cash and future defined incentives. The Company
borrowed $3,600,000 from its revolving credit facility in order to complete this
transaction.
Additionally, effective January 1, 1998, the Company entered into an exclusive
licensing agreement with The Atlanta Consulting Group ("TACG"), an
organizational consulting firm located in Atlanta, Georgia. Under this exclusive
licensing agreement, the Company will sell and deliver TACG's full range of
products and methodologies and has hired all TACG former employees.
The transactions were accounted for as a purchase. The accompanying consolidated
financial statements reflect the year to date results from the effective date of
acquisition for both of the above transactions. For the three months ended March
31, 1998, the aggregate purchase price for acquisitions was approximately
$3,748,000, including the costs of acquisitions. The purchase price exceeded the
fair value of the assets acquired by $3,734,000.
The pro-forma impact of these acquisitions on results of operations, if either
one of the acquisitions had been consummated at the beginning of each period
presented, is immaterial to the consolidated financial statements as a whole,
and has been omitted.
NOTE D - DEBT
In order to reduce the impact of changes in interest rates on the Company's
floating rate debt under its revolving credit facility, the Company has entered
into four interest rate swap agreements with an aggregate notional principal at
March 31, 1998 of $14,817,000 and quarterly payments scheduled over two to five
years. At March 31, 1998, the Company's interest rates under these interest rate
swaps range from 6.5% to 7.1%.
5
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE D - DEBT (Continued)
The Company uses interest rate swaps to reduce exposure to adverse fluctuations
in interest rates. While these hedging instruments are subject to fluctuations
in value, such fluctuations are offset by the change in value of the underlying
exposures being hedged. The Company is not a party to leveraged derivatives and
does not hold or issue financial instruments for speculative purposes. The net
cash paid or received on interest rate swap agreements is recognized as an
adjustment to interest expense. The impact of the above interest rate swap
agreements on interest expense has been immaterial to date.
NOTE E - EARNINGS PER SHARE
In 1997, the Company adopted SFAS No. 128, "Earnings per Share". The
calculations of earnings per share ("EPS") under SFAS No. 128 are detailed
below.
For the three months
ended 3/31/98
Income Shares EPS
Basic EPS:
Net income $1,463,000 6,695,000 $0.22
=====
Impact of options -- 83,000
---------- ---------
Diluted EPS:
Net income $1,463,000 6,778,000 $0.22
========== ========= =====
For the three months
ended 3/31/97
Income Shares EPS
Basic EPS:
Net income $ 724,000 6,516,000 $0.11
=====
Impact of options -- 354,000
---------- ---------
Diluted EPS:
Net income $ 724,000 6,870,000 $0.11
========= ========= =====
For the three months ended March 31, 1998, outstanding options to purchase
793,464 shares of Company Common Stock at $11.88 to $24.33 were excluded from
the computation of diluted EPS, as the options' exercise price was greater than
the average market price of the Common Stock.
6
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE F - SEGMENTS
Summarized operations of each of the Company's geographic segments in the
aggregate as of March 31, 1998 and 1997 and for the three month periods then
ended are as follows:
<TABLE>
<CAPTION>
Asia-
1998 U.S. Canada Europe Pacific Consolidated
- ---- ---- ------ ------ ------- ------------
<S> <C> <C> <C> <C> <C>
Identifiable assets $ 74,644,000 $ 6,874,000 $ 6,645,000 $ 5,193,000 $ 93,356,000
============= ============= ============= ============= =============
Total revenue $ 29,084,000 $ 2,695,000 $ 3,365,000 $ 3,129,000 $ 38,273,000
============= ============= ============= ============= =============
Income from operations (1) $ 1,739,000 $ 410,000 $ 597,000 $ 100,000 $ 2,846,000
============= ============= ============= ============= =============
Depreciation and amortization $ 1,470,000 $ 128,000 $ 112,000 $ 156,000 $ 1,866,000
============= ============= ============= ============= =============
Capital expenditures $ 1,342,000 $ 122,000 $ 150,000 $ 128,000 $ 1,742,000
============= ============= ============= ============= =============
1997
Identifiable assets $ 57,191,000 $ 6,759,000 $ 5,087,000 $ -- $ 69,037,000
============= ============= ============= ============= =============
Revenue $ 24,315,000 $ 2,607,000 $ 3,123,000 $ -- $ 30,045,000
============= ============= ============= ============= =============
Income from operations (1) $ 244,000 $ 331,000 $ 536,000 $ -- $ 1,111,000
============= ============= ============= ============= =============
Depreciation and amortization $ 1,267,000 $ 62,000 $ 98,000 $ -- $ 1,427,000
============= ============= ============= ============= =============
Capital expenditures $ 708,000 $ 14,000 $ 74,000 $ -- $ 796,000
============= ============= ============= ============= =============
<FN>
(1) The income from operations for the United States segment includes total
general sales and administration expense reported on the Condensed
Consolidated Statements of Income.
</FN>
</TABLE>
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" which is effective for financial statements
issued for fiscal years beginning after December 15, 1997. SFAS No. 131
establishes standards for reporting financial and descriptive information about
an enterprise's operating segments in its financial statements. Although this
statement need not be applied to interim financial statements in the initial
year of application, expanded comparative information will be required for
interim periods subsequent to the fiscal year ending December 31, 1998.
7
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE G - SUBSEQUENT EVENT
On April 1, 1998, the Company completed its previously announced acquisition of
a majority interest in Teams International, Inc. ("Teams"), a technology-based
assessment firm, specializing in 360-degree feedback instruments to support a
wide spectrum of organizational change initiatives, such as career management,
leadership training and development, team-building and performance and pay
management. The transaction was structured as a joint venture, with the Company
purchasing a 51% interest. As a part of the purchase agreement, the minority
shareholders of Teams have agreed to provide the Company with options to acquire
the remaining 49% of the outstanding shares of Teams beginning on April 1, 2001.
Additionally, the minority shareholders of Teams have the right to require the
Company to purchase the remaining 49% of the outstanding shares of Teams over a
three year period beginning on April 1, 2001.
The Company borrowed $2,300,000 from its revolving credit facility in order to
complete this transaction.
8
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
For the three months ended March 31, 1998, revenue generated by Company offices
increased by 28% or $8,243,000 from the corresponding quarter in 1997. This
increase is due to same office revenue growth of approximately 8%, in addition
to $6,049,000 in incremental revenues from acquisitions consummated subsequent
to the first quarter 1997. The same office revenue growth was derived primarily
from North American operations, as European same office revenues were flat
compared to the prior year.
For the three months ended March 31, 1998, revenue generated by Company offices
within the outplacement line of business increased by 18% or $4,933,000. This
outplacement revenue increase is largely due to $4,727,000 in incremental
revenues from acquisitions consummated subsequent to the first quarter 1997. In
addition, the Company experienced greater activity from existing major
international and national accounts. The Company continues to experience
compression in the length of career transition programs provided which
negatively impacts average program fees. The increased activity mentioned above
was partly offset by reduced program length and price compression.
For the three months ended March 31, 1998, revenue generated by Company offices
within the human resource consulting line of business increased by 154% or
$3,310,000. This significant increase in consulting revenues is due to same
office consulting revenue growth of approximately 93%, in addition to $1,322,000
in incremental revenues from the consulting acquisitions effective January 1,
1998 (see Note C to the Condensed Consolidated Financial Statements).
For the three months ended March 31, 1998, Affiliate royalties decreased 1% or
$15,000 from the corresponding quarter in 1997.
For the three months ended March 31, 1998, total Company office expenses
increased 24% or $5,988,000 over the corresponding quarter in 1997, excluding
the 1997 restructuring charge of $630,000 (see Note B to the Condensed
Consolidated Financial Statements). This increase is due to $5,564,000 in
incremental costs from acquisitions consummated subsequent to the first quarter
1997, as well as an increase in office level employee incentives. The Company's
achievement of certain revenue and operating income targets for the first
quarter 1998 has triggered this increase in office level incentives.
9
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
Aggregate Company office margin, exclusive of the 1997 restructuring charge (see
Note B to the Condensed Consolidated Financial Statements), was 16% and 13% for
the first quarter 1998 and 1997, respectively. The increase in margin is
attributable primarily to the previously mentioned revenue growth, particularly
in the consulting line of business, partly offset by break-even results in the
Asia-Pacific segment and increased funding for office level incentives. The
Asia-Pacific segment's results were negatively impacted by the summer holiday
period in that geographic region.
For the three months ended March 31, 1998, general sales and administration
expenses increased by 37% or $1,135,000 over the corresponding period in 1997.
This increase is due primarily to incentive compensation expense and increased
amortization charges related to the Company's significant acquisition activity
during 1997 and early 1998. General sales and administrative expenses as a
percentage of total revenues were approximately 11% for the first quarter 1998
versus 10% for the first quarter 1997.
The Company's effective tax rates for the three months ended March 31, 1998 and
1997 were approximately 43% and 40%, respectively. The increase in the effective
tax rate is due to a shift in the Company's taxable income to foreign
jurisdictions with higher tax rates, as well as an increase in the
non-deductible portion of goodwill amortization and the effect of other
non-deductible expenses related to the Company's significant acquisition
activity during 1997.
Capital Resources and Liquidity
At March 31, 1998 and December 31, 1997, the Company had cash and cash
equivalents of $6,628,000 and $7,583,000, respectively. At March 31, 1998 and
December 31, 1997, the Company had working capital of $15,986,000 and
$15,491,000, respectively.
Net cash provided by operating activities amounted to $1,258,000 for the first
quarter 1998 versus cash utilized for operating activities of $6,205,000 for the
first quarter 1997. The improvement is the result of increased earnings and a
general working capital improvement.
10
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
Net cash utilized for investing activities amounted to $5,490,000 and $3,991,000
for the three months ended March 31, 1998 and 1997, respectively. During the
first quarter 1998, the Company invested significantly in equipment and
technology to meet the needs of its operations and enhance operating
efficiencies. Additionally, during the first quarter 1998, the Company acquired
two human resource consulting firms for a combination of cash and future defined
incentive payments (see Note C to the Condensed Consolidated Financial
Statements).
Net cash provided by financing activities amounted to $3,277,000 and $520,000
for the three months ended March 31, 1998 and 1997, respectively. The net cash
inflow for 1998 was the result of the $3,600,000 borrowing made to complete the
Manus acquisition (see Note C to the Condensed Consolidated Financial
Statements), partly offset by repayments on the Company's borrowings and defined
incentives for acquisitions made in previous years.
Under its revolving credit facility with its two primary lenders, the Company
has a $40,000,000 borrowing capacity. The Company had approximately $25,200,000
available under the revolving credit facility at March 31, 1998. Subsequent to
the Teams acquisition (see Note G to the Condensed Consolidated Financial
Statements), the Company had $22,900,000 available under the revolving credit
facility. The Company plans to utilize the revolving credit facility to assist
in the financing of future acquisitions as they arise and for other general
corporate purposes.
The Company anticipates that its cash and working capital will be sufficient to
service its existing debt, outstanding commitments and to maintain Company
operations at current levels for the foreseeable future. The Company will
continue to consider acquisitions and other expansion opportunities as they
arise, although the economics, strategic implications and other circumstances
justifying the expansion will be key factors in determining the amount and type
of resources the Company will commit.
Year 2000
The Company has completed a preliminary evaluation of the potential impact of
the year 2000 and is not able to reasonably quantify the anticipated costs at
this time. However, the Company clearly expects costs to be incurred addressing
the year 2000 issue, but does not expect these costs to have a material impact
on its business, operations, or its financial condition.
11
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CONTINUED
Forward Looking Statements
Statements included in this Report on Form 10-Q, including within this
Management's Discussion and Analysis of Financial Condition and Results of
Operations which are not historical in nature, are intended to be, and hereby
are identified as "forward looking statements" for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers that forward looking statements including without limitation
those relating to the Company's future business prospects, revenues, working
capital, liquidity, capital needs, interest costs and income are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those indicated in the forward looking statements due to several
important factors identified from time to time in the Company's reports filed
with the Securities and Exchange Commission (the "SEC"). The Company hereby
incorporates by reference the discussion concerning forward looking statements
set forth in the Management's Discussion and Analysis of Financial Condition and
Results of Operations section of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997 filed with the SEC, as well as the risk factors
identified within the same Annual Report on Form 10-K. Readers of this Report
are cautioned not to place undue reliance upon these forward looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
publicly release any revisions to these forward looking statements or reflect
events or circumstances after the date hereof.
PART II - OTHER INFORMATION
Items 1, 2, 3, 4 and 5 were not applicable in the three months ended March 31,
1998.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
27 - Financial Data Schedule *
b. No reports on Form 8-K were filed during the period for which
this Report is filed.
* - Filed in electronic form only.
12
<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, thereunto duly authorized.
RIGHT MANAGEMENT CONSULTANTS, INC.
BY:/S/ RICHARD J. PINOLA May 14, 1998
------------------------ ------------
Richard J. Pinola Date
Chairman of the Board and Chief Executive Officer
BY :/S/ G. LEE BOHS May 14, 1998
--------------------------------- ------------
G. Lee Bohs Date
Chief Financial Officer and
Principal Accounting Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 6,628
<SECURITIES> 0
<RECEIVABLES> 30,661
<ALLOWANCES> 741
<INVENTORY> 0
<CURRENT-ASSETS> 43,250
<PP&E> 32,057
<DEPRECIATION> 18,129
<TOTAL-ASSETS> 93,356
<CURRENT-LIABILITIES> 27,264
<BONDS> 0
0
0
<COMMON> 71
<OTHER-SE> 52,106
<TOTAL-LIABILITY-AND-EQUITY> 93,356
<SALES> 38,273
<TOTAL-REVENUES> 38,273
<CGS> 15,800
<TOTAL-COSTS> 31,248
<OTHER-EXPENSES> 4,179
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 237
<INCOME-PRETAX> 2,609
<INCOME-TAX> 1,116
<INCOME-CONTINUING> 1,463
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,463
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
</TABLE>
