<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, 1997
[ ] 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, 1997:
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, 1997 and December 31, 1996...................... 3
Condensed Consolidated Statements of Operations
(Unaudited) - Three months and six months ended
June 30, 1997 and 1996................................... 5
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Six months ended June 30, 1997 and
1996..................................................... 6
Notes to Condensed Consolidated Financial Statements .... 8
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 11
PART II Other Information......................................... 15
SIGNATURES......................................................... 17
EXHIBIT INDEX...................................................... 18
STATEMENT REGARDING COMPUTATION OF EARNINGS (LOSS) PER SHARE....... 19
FINANCIAL DATA SCHEDULE............................................ 20
</TABLE>
-2-
<PAGE> 3
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1997 1996
------ ----------- ------------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $1,159,428 $ 476,694
Accounts receivable, less
allowances of $38,000 and
$62,000 for possible
losses 2,193,383 2,971,425
Prepaid expenses and other 52,523 100,868
Future income tax benefits 85,000 85,000
---------- ----------
TOTAL CURRENT ASSETS 3,490,334 3,633,987
---------- ----------
NET PROPERTY AND EQUIPMENT 2,531,822 2,582,495
---------- ----------
OTHER ASSETS:
Notes and accounts receivable -
affiliate - 1,315,935
Goodwill, less accumulated
amortization of $115,506 and
$109,368 129,011 135,149
Miscellaneous 3,680 5,140
---------- ---------
TOTAL OTHER ASSETS 132,691 1,456,224
---------- ----------
$6,154,847 $7,672,706
========== ==========
</TABLE>
See accompanying notes 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,
1997 1996
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Note payable - bank $ - $ 301,000
Accounts payable 237,683 1,299,068
Billings in excess of costs and
estimated earnings on contracts
in progress (67,675) 89,000
Accrued compensation 250,411 222,070
Accrued income taxes 29,146 78,533
Other accrued expenses 154,231 191,626
Current maturities of long-term debt 96,672 96,672
---------- ----------
TOTAL CURRENT LIABILITIES 700,468 2,277,969
LONG-TERM DEBT, less current
maturities 921,305 969,638
---------- ----------
TOTAL LIABILITIES 1,621,773 3,247,607
---------- ----------
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 2,995,223 2,887,248
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 4,533,074 4,425,099
---------- ----------
$6,154,847 $7,672,706
========== ==========
</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,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Service/consulting $2,253,539 $2,517,990 $4,198,529 $5,124,702
Construction/contract 115,066 153,750 420,231 370,123
Rental 78,036 78,911 155,608 161,577
---------- ---------- ---------- ----------
Total Revenues 2,446,641 2,750,651 4,774,368 5,656,402
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Costs of services/consulting 1,568,066 1,664,668 3,086,378 3,381,446
Construction/contract costs 127,240 197,073 395,067 374,937
Rental costs 61,742 55,930 123,880 110,139
Selling, general and
administrative expenses 509,740 460,846 943,182 909,726
---------- ---------- ---------- ----------
Total Costs and Expenses 2,266,788 2,378,517 4,548,507 4,776,248
---------- ---------- ---------- ----------
Operating Income 179,853 372,134 225,861 880,154
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSES):
Interest expense (30,453) (48,516) (60,331) (98,287)
Interest income 9,348 29,691 14,445 56,222
---------- ---------- ---------- ----------
Other Income (Expenses) - Net (21,105) (18,825) (45,886) (42,065)
---------- ---------- ---------- ----------
Income Before Taxes on Income 158,748 353,309 179,975 838,089
INCOME TAXES 64,500 137,000 72,000 310,000
---------- ---------- ---------- ----------
NET INCOME $ 94,248 $ 216,309 $ 107,975 $ 528,089
========== ========== ========== ==========
NET INCOME PER SHARE $ .01 $ .02 $ .01 $ .04
========== ========== ========== ==========
AVERAGE NUMBER OF COMMON AND
DILUTIVE COMMON EQUIVALENT
SHARES OUTSTANDING 14,115,682 14,115,682 14,115,682 14,115,682
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE> 6
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
1997 1996
---------- -----------
<S> <C> <C>
CASH FLOWS FROM (FOR) OPERATIONS:
Cash received from customers $5,576,410 $5,652,267
Cash paid to suppliers and employees (5,612,349) (4,768,007)
Interest received 108,175 12,477
Interest paid (60,331) (98,287)
Income taxes paid (121,387) (321,800)
---------- ----------
Net Cash From (For) Operations (109,482) 476,650
---------- ----------
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures (80,656) (143,420)
Advances to affiliate - (65,314)
Sale of real estate - 148,453
---------- ----------
Net Cash From (For) Investing Activities (80,656) (60,281)
---------- ----------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Net payments on line of credit (301,000) (319,000)
Principal payments on loans (48,333) (83,672)
Payment received on note from affiliate 1,222,205 19,400
---------- ----------
Net Cash From (For) Financing Activities 872,872 (383,272)
---------- ----------
NET INCREASE (DECREASE) IN CASH 682,734 33,097
Cash and cash equivalents, at
beginning of period 476,694 409,087
---------- ----------
Cash and cash equivalents, at
end of period $1,159,428 $ 442,184
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-6-
<PAGE> 7
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO
NET CASH FROM (FOR) OPERATIONS:
Net income $ 107,975 $ 528,089
Depreciation 131,329 121,033
Amortization 6,138 6,138
Provision for (reduction in) allowance
on accounts receivable (24,000) 30,000
Changes in operating assets and
liabilities:
Accounts and notes receivable 802,042 (47,881)
Prepaid expenses and other 143,535 (14,449)
Accounts payable and billings
in excess of costs and estimated
earnings on contracts in progress (1,218,060) (292,973)
Accrued expenses (58,441) 146,693
---------- -----------
NET CASH FROM (FOR) OPERATIONS $ (109,482) $ 476,650
========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-7-
<PAGE> 8
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, engineering, project management, general contracting and
contract sales of equipment 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, 1996.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the amounts of revenues and expenses reported during the period.
Actual results could differ from those estimates.
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, 1997 are
not necessarily indicative of the results to be expected for the full year.
-8-
<PAGE> 9
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment used in the service/consulting and
construction/contract operations consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Cost $ 2,340,241 $ 2,270,833
Less accumulated depreciation 1,227,975 1,135,437
------------ ------------
Net $ 1,112,266 $ 1,135,396
============ ============
</TABLE>
Property and equipment used in rental operations consist of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Cost $ 1,758,966 $ 1,758,966
Less accumulated depreciation 339,410 311,867
------------ ------------
Net $ 1,419,556 $ 1,447,099
============ ============
Net Property and Equipment - total $ 2,531,822 $ 2,582,495
============ ============
</TABLE>
NOTE 3 - NOTES AND ACCOUNTS RECEIVABLE - AFFILIATE
The Company's balance sheet as of December 31, 1996 includes various
amounts receivable from First Venture Associates Limited Partnership (FVALP),
an entity owned by four of the Company's officers/directors. The amounts
receivable from FVALP consisted of the following:
<TABLE>
<S> <C>
Notes receivable $ 393,111
Accrued interest receivable 93,730
Accounts receivable 829,094
------------
$ 1,315,935
============
</TABLE>
The notes and accounts receivable were collected in May, 1997.
-9-
<PAGE> 10
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - 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 8.25% at December 31, 1996 and at June 30, 1997.
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 $2,925,099 at December 31,
1996 and $3,033,074 at June 30, 1997.
NOTE 5 - NET INCOME PER SHARE
Net income per share is computed on the basis of the weighted average
number of common and dilutive common equivalent shares outstanding during the
period.
-10-
<PAGE> 11
ITEM 2
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's service/consulting and construction/contract 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 expand and cash is consumed by operations prior
to the collection of the related revenue. Construction/contract 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 have required 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,
1997 1996
---------- -----------
<S> <C> <C>
Cash and cash equivalent $1,159,000 $ 477,000
Working capital $2,790,000 $1,356,000
Ratio of current assets to
current liabilities 4.98 to 1 1.59 to 1
Funds available under the
line of credit $1,500,000 $1,199,000
</TABLE>
The Company's cash position of $1,159,000 at June 30, 1997 reflects an
increase of $683,000 from December 31, 1996.
Operations for the first six months of 1997 consumed $109,000 in cash.
A net profit of $108,000, combined with non-cash expenses of $113,000 and a
$946,000 decrease in trade accounts receivable and prepaid expenses were not
sufficient to offset a $1,277,000 decrease in accounts payable and billings in
excess of costs and estimated earnings on contracts in progress. The
collection of notes and accounts receivable from First Venture Associates
Limited Partnership (FVALP), an entity owned by four of the Company's
officers/directors resulted in an additional $1,222,000 of cash. During the
period $81,000 of cash was invested in new equipment, and $349,000 was used to
reduce debt. The forgoing resulted in a $683,000 increase in cash during the
first six months of 1997.
-11-
<PAGE> 12
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 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, 1997, there were no borrowings against
the line.
The Company's mortgage note payable, which originally required the
payment of the remaining balance in January 1998, has been extended until
January 1999. The Company is currently waiting final approval from the bank
extending the loan until January 2003. It is anticipated that the balance will
be $487,000 at that time.
The Company does not have any material commitment for capital
expenditures which are outside the ordinary course of business.
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,
---------------- ---------------
1997 1996 1997 1996
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Gross Profit 28.2% 30.3% 24.5% 31.6%
Selling, Administrative
and General Expenses 20.8% 16.7% 19.8% 16.1%
Other Income (Expenses) (.9%) (.7%) (.9%) (.7%)
Income Taxes 2.6% 5.0% 1.5% 5.5%
Net Income 3.9% 7.9% 2.3% 9.3%
</TABLE>
-12-
<PAGE> 13
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Revenues for the first six months of 1997 were $4,774,000 compared to
$5,656,000 for the same period in 1996, a decrease of $882,000.
Service/consulting fees decreased $926,000 (18.1%) while construction/contract
revenues increased $50,000 (13.5%) . The decrease in service/consulting
revenues reflects an anticipated retreat from the record results achieved
during the first six months of 1996. The increase in construction/contract
operations results from the recognition of $250,000 of revenue from the
construction and sale of modular process equipment systems by Viridian
Technology, Inc., a new subsidiary. General contracting revenues continued to
experience a decline as construction revenues from the Company's traditional
client base remains low.
The Company reported an operating profit of $226,000 during the first
six months of 1997 compared to an operating profit of $880,000 during the same
period of 1996. Gross profit from service/consulting fees was $1,112,000
(26.5%) for the first six months of 1997 compared to $1,743,000 (34.0%) in
1996. The decrease in the gross profit percentage again reflects a return to
more normal operations from the record levels set in the first half of 1996.
Construction/contract operations reported a gross profit of $25,000 (6.0%)
compared to a loss of $5,000 (1.3%) for 1996. The loss from construction
operations for the first six months of 1996 resulted from a $35,000 adjustment
on a project completed in the first quarter of 1996. The profit in 1997 results
from the construction and sale of the modular process equipment systems while
other construction operations reported a small loss.
Selling, general and administrative expenses were $943,000 for the
first six months of 1997, compared to $910,000 for the first six months of
1996, an increase of $33,000 (3.7%). Such costs were 19.8% of revenue in 1997
compared to 16.1% of revenue of 1996.
Net interest expense was $46,000 for the first six months of 1997
compared to net interest expense of $42,000 in 1996.
-13-
<PAGE> 14
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
* * * * * * *
On May 22, 1997, the Company filed a report on Form 8-k indicating
that Thermo TerraTech, Inc. had purchased a controlling interest in the Company
from certain members of the Company's management. Simultaneously with such
transactions, the Company and Thermo TerraTech entered into a letter of intent
to have Thermo TerraTech transfer its wholly owned engineering and consulting
businesses, including the Killam group of companies, to the Company in exchange
for newly issued shares of the Company's Common Stock.
If and when such a transaction might occur, the operations of the
Company could be affected significantly.
-14-
<PAGE> 15
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 May 13, 1997, 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.
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 9,716,991 5,650 - 4,393,041
M.J. Krivitzky 9,717,041 5,600 - 4,393,041
T.J. McEnhill 9,717,041 5,600 - 4,393,041
B.M. Bourdon 9,717,041 5,600 - 4,393,041
</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>
9,722,141 500 - 4,393,041
</TABLE>
Item 5
Not Applicable.
-15-
<PAGE> 16
PART II - OTHER INFORMATION
(Continued)
Item 6
6(a) Exhibit:
#11 Statement regarding Computation of Earnings Per Share (Part
I Exhibit)
#27 Financial Data Schedule (Part I Exhibit).
6(b) Reports on Form 8-K:
The Company filed a report on Form 8-k on May 22, 1997,
disclosing the purchase of a controlling interest in the Company by
Thermo TerraTech, Inc.
-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: August 13, 1997 /s/ Thomas R. Eurich
----------------------------------
Thomas R. Eurich, President
Date: August 13, 1997 /s/ Michael J. Krivitzky
----------------------------------
Michael J. Krivitzky
Senior Vice President and Treasurer
Date: August 13, 1997 /s/ David A. Wiegerink
----------------------------------
David A. Wiegerink, Vice President
Finance and Administration
Principal Accounting Officer
-17-
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
11 Computation of Earnings Per Share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11
The Randers Group Incorporated
Exhibit 6(a)-11
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, 1997 14,115,682 --- 14,115,682
June 30, 1996 14,115,682 --- 14,115,682
Three Months Ended
June 30, 1997 14,115,682 --- 14,115,682
June 30, 1996 14,115,682 --- 14,115,682
</TABLE>
<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, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,159,428
<SECURITIES> 0
<RECEIVABLES> 2,231,383
<ALLOWANCES> 38,000
<INVENTORY> 0
<CURRENT-ASSETS> 3,490,334
<PP&E> 4,099,207
<DEPRECIATION> 1,567,385
<TOTAL-ASSETS> 6,154,847
<CURRENT-LIABILITIES> 700,468
<BONDS> 0
0
0
<COMMON> 1,412
<OTHER-SE> 4,531,662
<TOTAL-LIABILITY-AND-EQUITY> 6,154,847
<SALES> 420,231
<TOTAL-REVENUES> 4,774,368
<CGS> 395,067
<TOTAL-COSTS> 3,605,325
<OTHER-EXPENSES> 943,182
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 60,331
<INCOME-PRETAX> 179,975
<INCOME-TAX> 72,000
<INCOME-CONTINUING> 107,975
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107,975
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
