<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1995
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission file number 0-18095.
THE RANDERS GROUP INCORPORATED
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 38-2788025
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
570 Seminole Road, Norton Shores, Michigan 49444
(Address of Principal Executive Offices) (Zip Code)
(616) 733-0036
(Issuer's Telephone Number)
Check whether the issuer (1) 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
----- -----
Number of Common shares, par value $.0001, outstanding at July 31, 1995:
14,115,682
<PAGE> 2
THE RANDERS GROUP INCORPORATED
FORM 10-QSB
QUARTERLY REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Facing Sheet................................................................ 1
TABLE OF CONTENTS........................................................... 2
PART I Financial Information
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
June 30, 1995 and December 31, 1994.......................... 3
Condensed Consolidated Statements of Operations
(Unaudited) - Three months and six months ended
June 30, 1995 and 1994....................................... 5
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Six months ended June 30, 1995 and
1994......................................................... 7
Notes to Condensed Consolidated Financial Statements......... 9
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 12
PART II Other Information................................................ 15
SIGNATURES.................................................................. 17
STATEMENT REGARDING COMPUTATION OF EARNINGS (LOSS) PER SHARE................ 18
FINANCIAL DATA SCHEDULE..................................................... 19
</TABLE>
-2-
<PAGE> 3
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1995 1994
------ ---------- ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 402,372 $ 776,430
Accounts receivable, less
allowances of $30,500 and
$81,000 for possible
losses 1,721,120 1,967,584
Refundable income taxes 155,907 72,907
Prepaid expenses and other 103,275 104,863
Future income tax benefits 52,000 102,000
---------- ----------
TOTAL CURRENT ASSETS 2,434,674 3,023,784
---------- ----------
NET PROPERTY AND EQUIPMENT 2,665,934 2,609,084
---------- ----------
OTHER ASSETS:
Notes and accounts receivable -
affiliate 1,192,698 1,096,849
Real estate held for resale 237,853 237,853
Goodwill, less accumulated
amortization of $90,954 and
$84,816 153,563 159,701
Miscellaneous 25,407 31,046
---------- ---------
TOTAL OTHER ASSETS 1,609,521 1,525,449
---------- ----------
$6,710,129 $7,158,317
========== ==========
</TABLE>
See accompanying noted to condensed consolidated financial statements.
-3-
<PAGE> 4
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - bank $1,385,000 $ 980,000
Accounts payable 369,581 985,144
Billings in excess of costs and
estimated earnings on contracts
in progress 42,000 66,000
Accrued compensation 153,506 181,108
Other accrued expenses 64,637 50,032
Current maturities of long-term debt 132,836 135,554
--------- ----------
TOTAL CURRENT LIABILITIES 2,147,560 2,397,838
LONG-TERM DEBT, less current
maturities 1,154,136 1,221,563
DEFERRED CREDIT less accumulated
amortization of $14,732 - 58,927
--------- ---------
TOTAL LIABILITIES AND DEFERRED
CREDIT 3,301,696 3,678,328
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par - shares
authorized 30,000,000; issued
14,115,682 1,412 1,412
Additional paid-in capital 1,536,439 1,536,439
Retained earnings 1,870,582 1,942,138
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 3,408,433 3,479,989
---------- ----------
$6,710,129 $7,158,317
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE> 5
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Construction $ 749,644 $ 651,290 $1,767,203 $2,112,711
Service/consulting 1,725,201 2,176,162 3,289,252 3,973,029
Rental 79,290 79,772 154,824 153,381
---------- ---------- ---------- ----------
Total Revenues 2,554,135 2,907,224 5,211,279 6,239,121
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Construction costs 697,994 601,682 1,659,519 1,950,513
Costs of services/consulting 1,234,066 1,716,624 2,565,565 3,360,173
Rental costs 53,632 54,338 110,282 107,294
Selling, general and
administrative expenses 417,950 501,423 888,384 930,156
---------- ---------- ---------- ----------
Total Costs and Expenses 2,403,642 2,874,067 5,223,750 6,348,136
---------- ---------- ---------- ----------
Operating Income (Loss) 150,493 33,157 (12,471) (109,015)
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSES):
Interest expense (59,446) (47,407) (115,563) (83,390)
Interest income 11,371 14,221 23,478 28,510
---------- ---------- ---------- ----------
Other Income (Expenses) - Net (48,075) (33,186) (92,085) (54,880)
---------- ---------- ---------- ----------
Income (Loss) Before Taxes
on Income 102,418 (29) (104,556) (163,895)
INCOME TAXES (REDUCTION) 36,000 - (33,000) (53,000)
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 66,418 $ (29) $ (71,556) $ (110,895)
========== ========== ========== ==========
NET INCOME (LOSS) PER SHARE $ .00 $ (.00) $ (.01) $ (.01)
========== ========== ========== ==========
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
OUTSTANDING 14,115,682 14,115,682 14,115,682 14,111,136
=========== =========== =========== ===========
DIVIDENDS PER SHARE $ -0- $ -0- $ -0- $ -0-
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-6-
<PAGE> 7
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
1995 1994
---------- -----------
<S> <C> <C>
CASH FLOWS FROM (FOR) OPERATIONS:
Cash received from customers $5,350,252 $6,952,869
Cash paid to suppliers and employees (5,812,889) (7,589,103)
Interest received 14,421 19,407
Interest paid (115,563) (83,390)
Income taxes (paid) refunded - (20,520)
---------- ----------
Net Cash From (For) Operations (563,779) (720,737)
---------- ----------
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures (152,334) (163,892)
----------- -----------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Net borrowings (payments) on line of credit 405,000 232,000
Principal payments on loans (70,145) (70,855)
Payment received on note from affiliate 7,200 -
---------- ----------
Net Cash From (For) Financing Activities 342,055 161,145
---------- ----------
NET INCREASE (DECREASE) IN CASH (374,058) (723,484)
Cash and cash equivalents, at
beginning of period 776,430 1,696,874
---------- ----------
Cash and cash equivalents, at
end of period $ 402,372 $ 973,390
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-7-
<PAGE> 8
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------
1995 1994
---------- ----------
<S> <C> <C>
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH FROM (FOR) OPERATIONS:
Net income (loss) $ (71,556) $ (110,895)
Depreciation and amortization 42,695 146,331
Provision for (reduction in) allowance
on accounts receivable (50,500) 1,500
Changes in operating assets and
liabilities:
Accounts and notes receivable 202,973 713,748
Prepaid expenses and other (34,830) (82,620)
Accounts payable and billings
in excess of costs and estimated
earnings on contracts in progress (639,563) (1,423,774)
Accrued expenses (12,998) 34,973
-------- ----------
NET CASH FROM (FOR) OPERATIONS $(563,779) $ (720,737)
========= ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-8-
<PAGE> 9
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The Randers Group Incorporated and Subsidiaries ("the Company")
provide design, project management, general contracting and development
services to industrial and commercial clients throughout the United States.
The Company considers such operations to constitute one business segment.
The condensed consolidated financial statements include the accounts
of The Randers Group Incorporated and all of its subsidiaries. On
consolidation all material intercompany accounts and transactions are
eliminated.
The financial information included herein as of any date other than
December 31, is unaudited; however, such information reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position,
results of operations and cash flows for the interim periods. Financial
information as of December 31, has been taken from the audited financial
statements of the Company, however, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
Accordingly, these condensed consolidated financial statements and notes should
be read in conjunction with the Company's audited consolidated financial
statements for the year ended December 31, 1994.
A portion of the Company's business is derived from long-term
contracts, the income from which is recognized on the percentage-of-completion
method. Results of operations for any quarter may include revisions to
estimated earnings for such contracts that were recorded in prior periods and
these revisions may again be adjusted in subsequent quarters as further
information becomes available or the contracts are completed. The results of
operations for the six months ended June 30, 1995 are not necessarily
indicative of the results to be expected for the full year.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment used in the construction and service/
consulting operations consist of the following:
-9-
<PAGE> 10
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Cost $2,003,734 $1,937,009
Less accumulated amortization 843,438 773,946
---------- ----------
Net $1,160,296 $1,163,063
========== ==========
</TABLE>
Property and equipment used in rental operations consist of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Cost $1,734,086 $1,648,476
Less accumulated amortization 228,448 202,455
---------- ----------
Net $1,505,638 $1,446,021
========== ==========
Net Property and Equipment - total $2,665,934 $2,609,084
========== ==========
</TABLE>
NOTE 3 - NOTE PAYABLE - BANK
The Randers Group Incorporated has a line of credit which provides for
advances up to $1,500,000. The line bears interest at the prime rate. The
prime rate was 8.5% at December 31, 1994 and 9.0% at June 30, 1995.
The line of credit is collateralized by all the assets of the Company.
The loan agreement further provides that the Company is to maintain net worth
of at least $1,500,000. Unrestricted equity was $1,979,989 at December 31,
1994 and $1,908,433 at June 30, 1995.
NOTE 4 - CONTINGENCIES
Insurance Coverage
Due to the limited availability and high cost of professional
liability insurance covering services related to the chemical industry, two of
the Company's subsidiaries do not maintain such insurance. Management is not
aware of any uninsured claims or potential claims which may be asserted against
the Company. Although the Company has never incurred a significant liability
because of work performed for clients in the chemical industry, there can be no
assurances that the Company will not incur such a liability in the future.
-10-
<PAGE> 11
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Guarantee
The Company has guaranteed the payment of a $665,000 line of credit by
a bank to First Venture Associates Limited Partnership (FVALP), an affiliated
company. There was $587,000 outstanding on the line at December 31, 1994 and
$306,645 at June 30, 1995. The loan relates to the joint development of a
condominium project by FVALP and the Company.
NOTE 6 - NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed on the basis of the weighted
average number of common and dilutive common equivalent shares outstanding
during the period.
-11-
<PAGE> 12
ITEM 2
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's construction and service/consulting operations normally
do not require a significant investment in property and equipment or other
long-term assets. Short-term needs for cash may develop as the
service/consulting operations expands and cash is consumed by operations prior
to the collection of the related revenue. Construction operations may provide
temporary cash resources as amounts payable to subcontractors and suppliers are
normally not due until after the related receivable from the client is
collected.
The Company's rental operations do require a significant investment in
real estate. These operations have been primarily financed by long-term debt.
The following table sets forth information related to the Company's
liquidity as of the dates indicated:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
---------- ------------
<S> <C> <C>
Cash and cash equivalent $ 402,372 $ 776,430
Working capital $ 287,114 $ 625,946
Ratio of current assets to
current liabilities 1.13 to 1 1.26 to 1
Funds available under the
line of credit $ 115,000 $ 470,000
</TABLE>
Operations for the first six months of 1995 resulted in a $564,000
decrease in cash. A decrease of $168,000 in accounts receivable and prepaid
expenses combined with non-cash expenses of $51,000 were not sufficient to
offset the net loss of $72,000, a $652,000 decrease in accounts payable,
accrued expenses and billings in excess of costs and estimated earnings on
contracts in progress, and non-cash income of $59,000. The decrease in
accounts receivable and accounts payable is due primarily to a decrease in
construction activity during the first six months of 1995. In addition to the
$564,000 of cash consumed by operations, $70,000 was used to reduce debt and
$152,000 was used for capital expenditures. The use of cash for operations,
debt reduction, and capital expenditures was only partially offset by
additional borrowings of $405,000 on the Company's line of credit and
collections of $7,000 on a note receivable from an affiliate. The result of
the foregoing was a $374,000 decrease in cash during the first six months of
1995.
-12-
<PAGE> 13
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Management is not aware of any known trends, demands, commitments,
events, or uncertainties, other than the expectation of continued profitable
operations and the following, which will result in the Company's liquidity
increasing or decreasing in any material way.
The Company has a line of credit with a bank which provides for
advance up to $1,500,000. At June 30, 1995, the Company had outstanding
borrowings of $1,385,000 on the line. Management expects that the line of
credit, which expires March 31, 1996, will be renewed under similar terms and
conditions.
In January 1998, the Company will be required to pay the remaining
balance on a mortgage note. It is estimated that the balance will be $970,000
at that time. To satisfy the debt requirement, the Company anticipates that
the current agreement will be extended or a new source of long-term financing
will be secured.
The Company does not have any material commitment for capital
expenditures which are outside the ordinary course of business. However, an
affiliated company is expected to borrow an additional $358,000 from a bank for
further development of a condominium project. The additional borrowings by the
affiliate will increase the Company's guarantee of its debt to $665,000. If
the affiliate receives sales commitments for the planned units, the Company may
provide additional short-term financing to the affiliate in order to complete
construction of those units.
In June 1995, the Company opened an office in Springfield,
Massachusetts. The office, which is being opened to better serve the needs of
an existing client in that area, is expected to increase future
service/consulting revenues for the Company. The Company is not expected to
incur any major commitments for capital expenditures related to the new office.
However, cash may be consumed during the initial operations as funds are
converted into accounts receivable.
Also during June 1995, the Company announced that it had formed a new
subsidiary, Viridian Technology, Inc., to design and manufacture modular
process equipment systems for the chemical and process related industries.
Viridian's products, which will complement the services currently provided by
the Company, are expected to be sold in both domestic and foreign markets. The
new business is not expected to require a signficant cash investment as the
Company plans to sell the systems on a basis requiring progress payments which
approximate out of pocket costs and that, at least initially, the manufacturing
of the systems will be sub-contracted to others.
-13-
<PAGE> 14
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Management does not contemplate or expect any change in capital
resources of the Company, including any material changes in the mix or relative
cost of such capital resources or any changes between debt and equity except as
discussed. Accordingly, management expects that other future cash flow needs
will be provided primarily from operations.
Results of Operations
The following table sets forth, for the periods indicated, the
percentage of which certain items in the Company's Condensed Consolidated
Statements of Operations bear to revenues:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ---------------
1995 1994 1995 1994
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Operating Income (Loss) 5.9% 1.1% (.2%) (1.7%)
Other Income (Expenses)
- Net (1.9%) (1.1%) (1.8%) (.8%)
Income Taxes (Reduction) 1.4% 0.0% (.6%) .8%
Net Income (Loss) 2.6% 0.0% (1.4%) (1.7%)
</TABLE>
Six Months Ended June 30, 1995 Compared to Six Months Ended June 30, 1994
Revenues for the first six months of 1995 were $5,211,000 compared to
$6,239,000 for the same period in 1994. Construction revenues decreased
$346,000 (16.4%) while revenues from service/consulting fees decreased $684,000
(17.2%). Construction revenues continued to experience a decline as
construction spending among the Company's traditional client base remains low.
The decrease in sevice/consulting revenues results primarily from a decrease
in activity of the Charleston, WV office and from the downsizing and eventual
closing of the Company's operations in Chicago. Management has continued its
increased marketing efforts and believes that such efforts will result in
increased revenues in the future.
The Company reported an operating loss of $12,000 during the first six
months of 1995 compared to an operating loss of $109,000 during the same period
of 1994. Construction operations reported a gross profit of $108,000 (6.1%)
compared to a gross profit of $162,000 (7.7%) for 1994. The gross profit
percentage on construction operations for the first six months of 1995 was
lower than normally expected as one of the larger projects had been taken on at
lower margins in an attempt to gain entry into the Chicago market.
-14-
<PAGE> 15
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Gross profit from service/consulting fees was $724,000 (22.0%) for the first
six months of 1995 compared to $613,000 (15.4%) in 1994. The gross profit
percentage for service/consulting operations during the first six months of
1995 was higher than that experienced in 1994 due primarly to a reduction in
labor cost resulting from staff reductions. These savings were only partially
offset by increasing labor rates which have been difficult to pass on through
increased rates. Selling, general and administrative expenses were $888,000
for the first six months of 1995, compared to $930,000 for the first six months
of 1994, a decrease of $42,000 (4.5%). The decrease in cost relates primarily
to the write off of a deferred credit resulting from the closing of the Chicago
office. Such costs however, were 17.0% of revenue in 1995 compared to 14.9% of
revenue of 1994.
Net interest expense was $92,000 for the first six months of 1995
compared to net interest expense of $55,000 in 1994. The increase in interest
expense results from an increase in net borrowing between the two periods.
PART II - OTHER INFORMATION
Items 1-3
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of The Randers Group Incorporated
was held on April 25, 1995, for the purpose of electing a board of directors
and approving the appointment of auditors. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and
there was no solicitation in opposition to management's solicitations.
-15-
<PAGE> 16
Item 4 - Submission of Matters to a Vote of Security Holders (Continued)
All of management's nominees for directors as listed in the proxy
statement were elected with the following vote:
<TABLE>
<CAPTION>
Shares Shares Shares
Voted Voted Shares Not
"For" "Against" "Abstaining" Voted
---------- --------- ------------ ---------
<S> <C> <C> <C> <C>
T.R. Eurich 11,605,284 44,745 2,000 2,463,653
M.J. Krivitzky 11,602,320 45,009 4,700 2,463,653
T.J. McEnhill 11,605,020 45,009 2,000 2,463,653
B.M. Bourdon 11,601,620 45,709 4,700 2,463,653
</TABLE>
The appointment of BDO Seidman as independent auditor was approved by
the following vote:
<TABLE>
<CAPTION>
Shares Shares Shares
Voted Voted Shares Not
"For" "Against" "Abstaining" Voted
--------- --------- ------------ ---------
<S> <C> <C> <C>
8,617,620 35,809 2,998,600 2,463,653
</TABLE>
Item 5
Not Applicable.
Item 6 - Exhibits
6(a) Exhibit: (1) Statement regarding Computation of Earnings Per Share.
(2) Financial Data Schedule.
6(b) Reports on Form 8-K: None.
-16-
<PAGE> 17
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.
THE RANDERS GROUP INCORPORATED
Date: |s| Thomas R. Eurich
-----------------------------
Thomas R. Eurich, President
Date: |s| Michael J. Krivitzky
-----------------------------
Michael J. Krivitzky
Senior Vice President and Treasurer
Date: |s| David A. Wiegerink
-----------------------------
David A. Wiegerink, Vice President
Finance and Administration
Principal Accounting Officer
17
<PAGE> 18
The Randers Group Incorporated
Exhibit 6(a)-1
Statement Regarding Computation of Earnings (Loss) Per Share
Primary Earnings Per Share
Net income (loss) per share is computed on the basis of the weighted
average number of common and dilutive common equivalent shares outstanding
during each period. The number of shares used in computing net income (loss)
per share for each of the periods included herein are as follows:
<TABLE>
<CAPTION>
Weighted Average
Weighted Average Number of Dilutive
Number of Common Common Equivalent
Shares Outstanding Shares Outstanding Total
------------------ ------------------ --------------
<S> <C> <C> <C>
Six Months Ended
June 30, 1995 14,115,682 --- 14,115,682
June 30, 1994 14,111,136 --- 14,111,136
Three Months Ended
June 30, 1995 14,115,682 --- 14,115,682
June 30, 1994 14,115,682 --- 14,115,682
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated financial statement of The Randers Group
Incorporated for the quarter ended June 30, 1995, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> JUN-30-1995
<CASH> 402,372
<SECURITIES> 0
<RECEIVABLES> 1,751,620
<ALLOWANCES> 30,500
<INVENTORY> 0
<CURRENT-ASSETS> 2,434,674
<PP&E> 3,737,820
<DEPRECIATION> 1,071,886
<TOTAL-ASSETS> 6,710,129
<CURRENT-LIABILITIES> 2,147,560
<BONDS> 0
<COMMON> 1,412
0
0
<OTHER-SE> 3,407,021
<TOTAL-LIABILITY-AND-EQUITY> 6,710,129
<SALES> 1,767,203
<TOTAL-REVENUES> 5,211,279
<CGS> 1,659,519
<TOTAL-COSTS> 4,335,366
<OTHER-EXPENSES> 888,384
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 115,563
<INCOME-PRETAX> (104,556)
<INCOME-TAX> (33,000)
<INCOME-CONTINUING> (71,556)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71,556)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
