SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Quarter Ended October 3, 1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 0-18095
THE RANDERS GROUP INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 38-2788025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
570 Seminole Road
Norton Shores, Michigan 49444
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
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 the latest practicable date.
Class Outstanding at October 30, 1998
------------------------------ -------------------------------
Common Stock, $.0001 par value 14,115,682 Actual
127,146,733 Pro forma
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
- -----------------------------
THE RANDERS GROUP INCORPORATED
Consolidated Balance Sheet
(Unaudited)
Assets
October 3, April 4,
(In thousands) 1998 1998
- ---------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents (includes $11,597
and $8,713 under repurchase agreement
with related party) $13,031 $ 9,763
Accounts receivable, less allowances of
$1,213 and $760 13,338 14,304
Unbilled contract costs and fees 10,456 9,333
Prepaid income taxes 1,342 1,359
Prepaid expenses 596 373
------- -------
38,763 35,132
------- -------
Property, Plant, and Equipment, at Cost 16,188 15,716
Less: Accumulated depreciation and
amortization 4,674 4,052
------- -------
11,514 11,664
------- -------
Other Assets 1,844 1,177
------- -------
Cost in Excess of Net Assets of Acquired
Companies 44,630 45,220
------- -------
$96,751 $93,193
======= =======
2
<PAGE>
THE RANDERS GROUP INCORPORATED
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
October 3, April 4,
(In thousands except share amounts) 1998 1998
- --------------------------------------------------------------------------
Current Liabilities:
Notes payable and current maturities of
long-term obligations $ 182 $ 187
Accounts payable 4,803 3,809
Accrued payroll and employee benefits 3,316 3,254
Accrued income taxes 1,109 1,016
Other accrued expenses 742 725
Due to affiliated companies 1,190 319
------- -------
11,342 9,310
------- -------
Deferred Income Taxes 888 888
------- -------
Other Deferred Items 1,069 1,049
------- -------
Long-term Obligations 1,847 1,948
------- -------
Shareholders' Investment:
Common stock, $.0001 par value, 30,000,000
shares authorized; 127,146,733 pro forma
shares issued and outstanding 13 13
Capital in excess of par value 79,321 79,321
Retained earnings 2,271 664
------- -------
81,605 79,998
------- -------
$96,751 $93,193
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
THE RANDERS GROUP INCORPORATED
Consolidated Statement of Income
(Unaudited)
Three Months Ended
-------------------------
October 3, September 27,
(In thousands except per share amounts) 1998 1997
- --------------------------------------------------------------------------
Revenues $ 20,988 $ 18,231
-------- --------
Costs and Operating Expenses:
Cost of revenues 16,289 13,486
Selling, general, and administrative
expenses 3,290 2,973
-------- --------
19,579 16,459
-------- --------
Operating Income 1,409 1,772
Interest Income 159 24
Interest Expense (40) (92)
-------- --------
Income Before Provision for Income Taxes 1,528 1,704
Provision for Income Taxes 709 720
-------- --------
Net Income $ 819 $ 984
======== ========
Basic and Diluted Earnings per Share
(Note 3) $ .01 $ .01
======== ========
Weighted Average Shares (Note 3):
Basic 127,147 127,147
======== ========
Diluted 127,147 127,238
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
THE RANDERS GROUP INCORPORATED
Consolidated Statement of Income
(Unaudited)
Six Months Ended
October 3, September 27,
(In thousands except per share amounts) 1998 1997
- --------------------------------------------------------------------------
Revenues $ 41,071 $ 35,075
-------- --------
Costs and Operating Expenses:
Cost of revenues 31,343 25,838
Selling, general, and administrative
expenses 6,879 5,894
-------- --------
38,222 31,732
-------- --------
Operating Income 2,849 3,343
Interest Income 284 45
Interest Expense (83) (116)
-------- --------
Income Before Provision for Income Taxes 3,050 3,272
Provision for Income Taxes 1,443 1,447
-------- --------
Net Income $ 1,607 $ 1,825
======== ========
Basic and Diluted Earnings per Share
(Note 3) $ .01 $ .01
======== ========
Weighted Average Shares (Note 3):
Basic 127,147 123,967
======== ========
Diluted 127,275 124,029
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
THE RANDERS GROUP INCORPORATED
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
--------------------------
October 3, September 27,
(In thousands) 1998 1997
- --------------------------------------------------------------------------
Operating Activities:
Net income $ 1,607 $ 1,825
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 1,369 1,335
Provision for losses on accounts
receivable 430 81
Other noncash items (193) (101)
Changes in current accounts, excluding
the effects of transfer of business
from parent company:
Accounts receivable 174 (1,455)
Unbilled contract costs and fees (1,123) (4,394)
Other current assets (239) (49)
Accounts payable 994 618
Other current liabilities 1,034 (347)
------- -------
Net cash provided by (used in) operating
activities 4,053 (2,487)
------- -------
Investing Activities:
Purchases of property, plant, and equipment (580) (892)
Proceeds from sale of property, plant, and
equipment 13 18
Other (106) (38)
------- -------
Net cash used in investing activities (673) (912)
------- -------
Financing Activities:
Repayment of note payable (112) (125)
Net transfer from parent company - 2,808
Cash acquired from transfer of business from
parent company - 1,442
------- -------
Net cash provided by (used in) financing
activities (112) 4,125
------- -------
Increase in Cash and Cash Equivalents 3,268 726
Cash and Cash Equivalents at Beginning of Period 9,763 1,737
------- -------
Cash and Cash Equivalents at End of Period $13,031 $ 2,463
======= =======
Noncash Activities:
Transfer of acquired business from
parent company $ - $ 4,700
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
THE RANDERS GROUP INCORPORATED
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been prepared
by The Randers Group Incorporated (the Company) without audit and, in the
opinion of management, reflect all adjustments of a normal recurring nature
necessary for a fair statement of the financial position at October 3, 1998, the
results of operations for the three- and six-month periods ended October 3,
1998, and September 27, 1997, and the cash flows for the six-month periods ended
October 3, 1998, and September 27, 1997. Interim results are not necessarily
indicative of results for a full year.
The consolidated balance sheet presented as of April 4, 1998, has been
derived from the consolidated financial statements that have been audited by the
Company's independent public accountants. The consolidated financial statements
and notes are presented as permitted by Form 10-Q and do not contain certain
information included in the annual financial statements and notes of the
Company. The consolidated financial statements and notes included herein should
be read in conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-K for the fiscal year ended April 4, 1998,
filed with the Securities and Exchange Commission.
2. Pending Common Stock Reverse Split
In January 1998, the Company's Board of Directors voted to effect a
one-for-five reverse stock split. The proposal is subject to approval by the
Company's shareholders. A preliminary proxy statement with respect to a
shareholders' meeting to approve the reverse stock split has been filed with the
Securities and Exchange Commission (SEC) and is currently being reviewed by the
SEC's staff. This meeting, originally scheduled for October 29, 1998, has been
postponed pending clearance of the proxy statement by the SEC. Upon such
clearance, a new date will be set for the Company's Special Meeting of
Shareholders. Pro forma common shares outstanding as of October 3, 1998, on a
restated basis to reflect the reverse stock split, would have been 25,429,347
shares. The following table presents other selected financial data on a restated
basis to reflect the reverse stock split.
Three Months Ended Six Months Ended
------------------- -------------------
(In thousands except Oct. 3, Sept. 27, Oct. 3, Sept. 27,
per share amounts) 1998 1997 1998 1997
- --------------------------------------------------------------------------
Basic and Diluted Earnings
per Share $ .03 $ .04 $ .06 $ .07
Weighted Average Shares:
Basic 25,429 25,429 25,429 24,793
Diluted 25,429 25,448 25,455 24,806
7
<PAGE>
THE RANDERS GROUP INCORPORATED
3. Earnings per Share
Basic and diluted earnings per share were calculated as follows:
Three Months Ended Six Months Ended
------------------ -------------------
(In thousands except Oct. 3, Sept. 27, Oct. 3, Sept. 27,
per share amounts) 1998 1997 1998 1997
- --------------------------------------------------------------------------
Basic
Net Income $ 819 $ 984 $ 1,607 $ 1,825
-------- -------- -------- --------
Shares Issuable in
Connection With the
Acquisition of The Killam
Group 113,031 113,031 113,031 113,031
Randers' Weighted Average
Shares Outstanding From
May 12, 1997, Date of
Acquisition by Thermo
TerraTech Inc. 14,116 14,116 14,116 10,936
-------- -------- -------- --------
Pro Forma Weighted Average
Shares 127,147 127,147 127,147 123,967
-------- -------- -------- --------
Basic Earnings per Share $ .01 $ .01 $ .01 $ .01
======== ======== ======== ========
Diluted
Net Income $ 819 $ 984 $ 1,607 $ 1,825
-------- -------- -------- --------
Weighted Average Shares 127,147 127,147 127,147 123,967
Effect of Stock Options - 91 128 62
-------- -------- -------- --------
Pro Forma Weighted Average
Shares, as Adjusted 127,147 127,238 127,275 124,029
-------- -------- -------- --------
Diluted Earnings per Share $ .01 $ .01 $ .01 $ .01
======== ======== ======== ========
The computation of diluted earnings per share excludes the effect of
assuming the exercise of certain outstanding stock options because the effect
would be antidilutive. As of October 3, 1998, there were 7,338,000 shares of
such options outstanding, with exercise prices ranging from $.63 to $.88 per
share.
4. Comprehensive Income
During the first quarter of fiscal 1999, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This
pronouncement sets forth requirements for disclosure of the Company's
comprehensive income and accumulated other comprehensive income. In general,
comprehensive income combines net income and "other comprehensive income," which
represents certain items reported as components of shareholders' investment. The
Company has no such items and accordingly, its comprehensive income is equal to
its net income for all periods presented.
8
<PAGE>
5. Proposed Reorganization
On August 12, 1998, Thermo Electron Corporation announced a proposed
reorganization involving certain of Thermo Electron's subsidiaries, including
the Company. As part of this reorganization, Thermo Electron announced that the
Company may be taken private and become a wholly owned subsidiary of Thermo
TerraTech Inc. It is currently contemplated that shareholders of the Company
would receive shares of common stock, $.10 par value per share, of Thermo
TerraTech in exchange for their shares of the Company's common stock. The
completion of this transaction is subject to numerous conditions, including the
establishment of prices or exchange ratios; confirmation of anticipated tax
consequences; the approval of the Board of Directors of Thermo TerraTech; the
negotiation and execution of a definitive merger agreement; the receipt of a
fairness opinion from an investment banking firm that the transaction is fair to
the Company's shareholders (other than Thermo TerraTech and Thermo Electron)
from a financial point of view; the approval of the Company's Board of
Directors, including its independent directors; and clearance by the Securities
and Exchange Commission of any necessary documents regarding the proposed
transaction.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of the Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the heading "Forward-looking
Statements" in Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended April 4, 1998, filed with the Securities and Exchange
Commission.
Overview
The Company provides comprehensive engineering and outsourcing services in
such areas as water and wastewater treatment, highway and bridge projects,
process engineering, construction management, and inspection and operational
services.
In May 1997, Thermo TerraTech Inc. purchased a controlling interest in The
Randers Group Incorporated (Randers) a provider of design, engineering, project
management, and construction services for industrial clients in the
manufacturing, pharmaceutical, and chemical-processing industries. Subsequently,
Thermo TerraTech entered into a definitive agreement to transfer its wholly
owned engineering and consulting businesses (known as The Killam Group) to
Randers in exchange for
9
<PAGE>
Overview (continued)
additional shares of Randers' common stock. As a result of these transactions,
the Killam Group is deemed to be the "accounting acquiror" and historical
results for Randers have been restated to solely reflect the financial
information of The Killam Group for periods prior to May 12, 1997, and to
reflect the combined results of The Killam Group and Randers (collectively, the
Company) from May 12, 1997, the date on which Thermo TerraTech became the
majority-owner of Randers. The Company's Killam Associates, Inc. subsidiary
provides environmental consulting and engineering services and specializes in
wastewater treatment and water resources management. The Company's BACKillam
subsidiary provides both private- and public-sector clients with a range of
consulting services that address transportation planning and design. In November
1996, Thermo TerraTech acquired Carlan Consulting Group, Inc., a provider of
transportation and environmental consulting and professional engineering and
architectural services, and subsequently transferred it to the Company. The
Company has proposed changing its name to The Randers Killam Group Inc., subject
to shareholder approval.
Results of Operations
Second Quarter Fiscal 1999 Compared With Second Quarter Fiscal 1998
Revenues increased 15% to $20,988,000 in the second quarter of fiscal 1999
from $18,231,000 in the second quarter of fiscal 1998, primarily due to two
construction and labor management contracts which commenced during the first
quarter of fiscal 1999 and are expected to be completed by the end of the first
quarter of fiscal 2000.
The gross profit margin decreased to 22% in the second quarter of fiscal
1999 from 26% in the second quarter of fiscal 1998, primarily due to a change in
sales mix to lower-margin construction-management contracts from higher-margin
design contracts.
Selling, general, and administrative expenses as a percentage of revenues
remained unchanged at 16% in the second quarter of fiscal 1999 and 1998.
Interest income increased to $159,000 in the second quarter of fiscal 1999
from $24,000 in the second quarter of fiscal 1998, primarily due to higher
average invested balances.
The effective tax rates were 46% and 42% in the second quarter of fiscal
1999 and 1998, respectively. The effective tax rates exceeded the statutory
federal income tax rate primarily due to nondeductible amortization of cost in
excess of net assets of acquired companies and the impact of state income taxes.
The tax rate increased in the second quarter of fiscal 1999 primarily due to the
higher relative effect of nondeductible expenses.
10
<PAGE>
First Six Months Fiscal 1999 Compared With First Six Months Fiscal 1998
Revenues increased 17% to $41,071,000 in the first six months of fiscal 1999
from $35,075,000 in the first six months of fiscal 1998, primarily due to the
inclusion of revenues from Randers for the full six months in fiscal 1999, which
resulted in a $3,478,000 increase in revenues, as well as two construction and
labor management contracts which commenced during the first quarter of fiscal
1999 and are expected to be completed by the end of the first quarter of fiscal
2000. Randers was acquired effective May 1997 for accounting purposes.
The gross profit margin decreased to 24% in the first six months of fiscal
1999 from 26% in the first six months of fiscal 1998, primarily due to a change
in sales mix to lower-margin construction-management contracts from
higher-margin design contracts.
Selling, general, and administrative expenses as a percentage of revenues
remained unchanged at 17% in the first six months of fiscal 1999 and fiscal
1998.
Interest income increased to $284,000 in the first six months of fiscal 1999
from $45,000 in the first six months of fiscal 1998, primarily due to higher
average invested balances.
The effective tax rates were 47% and 44% in the first six months of fiscal
1999 and 1998, respectively. The effective tax rates exceeded the statutory
federal income tax rate primarily due to nondeductible amortization of cost in
excess of net assets of acquired companies and the impact of state income taxes.
The tax rate increased in the first six months of fiscal 1999 primarily due to
the higher relative effect of nondeductible expenses.
Liquidity and Capital Resources
Consolidated working capital was $27,421,000 at October 3, 1998, compared
with $25,822,000 at April 4, 1998. Included in working capital are cash and cash
equivalents of $13,031,000 at October 3, 1998, compared with $9,763,000 at April
4, 1998. During the first six months of fiscal 1999, $4,053,000 of cash was
provided by operating activities. During this period, $994,000 of cash was
provided by an increase in accounts payable, primarily due to increased
subcontract work, as well as the timing of payments. In addition, $1,034,000 of
cash was provided by an increase in other current liabilities, which was
primarily due to an increase in due to affiliated companies. These sources of
cash were offset in part by an increase of $1,123,000 in unbilled contract costs
and fees. This increase was due to costs incurred for providing personnel under
a construction and labor management contract at Killam Associates, which
commenced during the first quarter of fiscal 1999 and, to a lesser extent, the
timing of billings. The days sales outstanding in unbilled costs and fees and
accounts receivable at October 3, 1998, were 45 and 57 days, respectively,
compared with 47 and 68 days, respectively at April 4, 1998. Management does not
believe that the change in the number of days sales outstanding is indicative of
any trend that would materially affect the Company's future results of
operations or liquidity.
11
<PAGE>
Liquidity and Capital Resources (continued)
The Company's investing activities in the first six months of fiscal 1999
primarily consisted of capital additions. The Company expended $580,000 for
purchases of property, plant, and equipment in the first six months of fiscal
1999. The Company expects to expend approximately $1,000,000 for capital
additions during the remainder of fiscal 1999.
In the first six months of fiscal 1999, the Company's financing activities
used cash of $112,000 for the repayment of a note payable.
The Company generally expects to have positive cash flow from its existing
operations. Although the Company does not presently intend to actively seek to
acquire additional businesses in the near future, it may acquire one or more
complimentary businesses if they are presented to the Company on terms the
Company believes to be attractive. Such acquisitions may require significant
amounts of cash. The Company expects that it will finance any such acquisitions
through a combination of internal funds and/or short-term borrowings from Thermo
TerraTech or Thermo Electron Corporation, although it has no agreement with
these companies to ensure that funds will be available on acceptable terms, or
at all. The Company believes that its existing resources are sufficient to meet
the capital requirements of its existing businesses for the foreseeable future.
Year 2000
The Company continues to assess the potential impact of the year 2000 on the
Company's internal business systems, products, and operations. The Company's
year 2000 initiatives include (i) testing and upgrading internal business
systems and facilities; (ii) testing and developing necessary upgrades for the
Company's current products and certain discontinued products; (iii) contacting
key suppliers, vendors, and customers to determine their year 2000 compliance
status; and (iv) developing contingency plans.
The Company's State of Readiness
The Company has tested and evaluated its critical information technology
systems for year 2000 compliance, including its significant computer systems,
software applications, and related equipment. The Company is currently in the
process of upgrading or replacing its noncompliant systems. In most cases, such
upgrades or replacements are being made in the ordinary course of business. The
Company expects that all of its material information technology systems will be
year 2000 compliant by the end of 1999. The Company is also evaluating the
potential year 2000 impact on its facilities, including its buildings and
utility systems. Any problems that are identified will be prioritized and
remediated based on their assigned priority. The Company will continue periodic
testing of its critical internal business systems and facilities in an effort to
minimize operating disruptions due to year 2000 issues.
12
<PAGE>
Year 2000 (continued)
The Company is in the process of identifying and contacting suppliers,
vendors, and customers that are believed to be significant to the Company's
business operations in order to assess their year 2000 readiness. As part of
this effort, the Company has developed and is distributing questionnaires
relating to year 2000 compliance to its significant suppliers, vendors, and
customers. The Company intends to follow-up and monitor the year 2000 compliant
progress of significant suppliers, vendors, and customers that indicate that
they are not year 2000 compliant or that do not respond to the Company's
questionnaires.
Contingency Plans
The Company intends to develop a contingency plan that will allow its
primary business operations to continue despite disruptions due to year 2000
problems. These plans may include identifying and securing other suppliers and
modifying production facilities and schedules. As the Company continues to
evaluate the year 2000 readiness of its business systems and facilities,
products and significant suppliers, vendors, and customers, it will modify and
adjust its contingency plan as may be required.
Costs to Address the Company's Year 2000 Issues
To date, costs incurred in connection with the year 2000 issue have not been
material. The Company does not expect total year 2000 remediation costs to be
material, but there can be no assurance that the Company will not encounter
unexpected costs or delays in achieving year 2000 compliance.
Risks of the Company's Year 2000 Issues
While the Company is attempting to minimize any negative consequences
arising from the year 2000 issue, there can be no assurance that year 2000
problems will not have a material adverse impact on the Company's business,
operations, or financial condition. While the Company expects that upgrades to
its internal business systems will be completed in a timely fashion, there can
be no assurance that the Company will not encounter unexpected costs or delays.
Some services provided by the Company may involve the delivery to clients of
third-party software and hardware. Accordingly, the Company may see an increase
in warranty and other claims related to Company services that incorporate such
software or hardware. In addition, certain older third-party products, which the
Company no longer uses in providing its services to clients, may not be year
2000 compliant, which may expose the Company to claims. If any of the Company's
material suppliers, vendors, or customers experience business disruptions due to
year 2000 issues, the Company might also be materially adversely affected. The
Company's research and development, production, distribution, financial,
administrative, and communications operations might be disrupted. There is
expected to be a significant amount of litigation relating to the year 2000
issue and there can be no
13
<PAGE>
Year 2000 (continued)
assurance that the Company will not incur material costs in defending or
bringing lawsuits. Any unexpected costs or delays arising from the year 2000
issue could have a significant adverse impact on the Company's business,
operations, and financial condition.
PART II - OTHER INFORMATION
Item 5 - Other Information
The Special Meeting of Shareholders has been postponed pending SEC clearance
of a proxy statement, at which stockholders will be asked to approve the Killam
merger, the one-for-five reverse stock split, and certain other matters. The
Company will issue a press release when a revised date for the meeting is set.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
(b) Report on Form 8-K
On August 13, 1998, the Company filed a Current Report on Form 8-K dated
August 12, 1998, with respect to a proposed corporate reorganization by the
Company's ultimate parent corporation, Thermo Electron Corporation, involving
certain of Thermo Electron's subsidiaries, including the Company.
14
<PAGE>
THE RANDERS GROUP INCORPORATED
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 as of the 6th day of November 1998.
THE RANDERS GROUP INCORPORATED
Paul F. Kelleher
---------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
---------------------------
John N. Hatsopoulos
Chief Financial Officer and
Senior Vice President
15
<PAGE>
THE RANDERS GROUP INCORPORATED
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ----------------------------------------------------------------------------
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RANDERS
GROUP INCORPORATED REPORT ON FORM 10-Q FOR THE PERIOD ENDED OCTOBER 3, 1998 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-03-1999
<PERIOD-END> OCT-03-1998
<CASH> 13,031
<SECURITIES> 0
<RECEIVABLES> 14,551
<ALLOWANCES> 1,213
<INVENTORY> 0
<CURRENT-ASSETS> 38,763
<PP&E> 16,188
<DEPRECIATION> 4,674
<TOTAL-ASSETS> 96,751
<CURRENT-LIABILITIES> 11,342
<BONDS> 0
0
0
<COMMON> 13
<OTHER-SE> 81,592
<TOTAL-LIABILITY-AND-EQUITY> 96,751
<SALES> 0
<TOTAL-REVENUES> 41,071
<CGS> 31,343
<TOTAL-COSTS> 38,222
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 430
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> 3,050
<INCOME-TAX> 1,443
<INCOME-CONTINUING> 1,607
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,607
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
