<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 0-20540
ON ASSIGNMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4023433
(State of Incorporation) (IRS Employer Identification No.)
26651 WEST AGOURA ROAD, CALABASAS, CA 91302
(Address of principal executive offices)
(Zip Code)
(818) 878-7900
(Registrant's telephone number, including area code)
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
--- ---
At March 31, 1996, the total number of outstanding shares of the Company's
Common Stock ($0.01 par value) was 5,072,950.
Page 1 of 15 pages
Exhibit index on page 14
<PAGE> 2
ON ASSIGNMENT, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART 1 - FINANCIAL INFORMATION PAGE NUMBER
<S> <C>
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 1996
and December 31, 1995 (Unaudited) 3
Consolidated Statements of Income for the three months
ended March 31, 1996 and March 31, 1995 (Unaudited) 4
Consolidated Statements of Cash Flows for the three months
ended March 31, 1996 and March 31, 1995 (Unaudited) 5, 6
Notes to Consolidated Financial Statements (Unaudited) 7, 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9, 10, 11
PART II - OTHER INFORMATION
Item 4 - Submission of Matters
to a Vote of Security-Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
Index to Exhibits 14
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
ON ASSIGNMENT, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,826,000 $ 3,327,000
Marketable securities, current 5,215,000 3,565,000
Accounts receivable, net (note 4) 9,909,000 10,144,000
Advances and deposits 40,000 111,000
Prepaid expenses 687,000 799,000
Deferred income taxes 575,000 600,000
----------- -----------
Total current assets 22,252,000 18,546,000
----------- -----------
OFFICE FURNITURE, EQUIPMENT AND
LEASEHOLD IMPROVEMENTS, net (note 5) 1,940,000 1,730,000
Marketable securities, non-current 0 2,000,000
Workers' compensation deposits 760,000 860,000
Goodwill, net (note 6) 616,000 628,000
Other assets 161,000 158,000
----------- -----------
TOTAL ASSETS $25,729,000 $23,922,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - bank $ 325,000 $ 475,000
Accrued payroll 1,828,000 1,647,000
Accounts payable 415,000 495,000
Accrued expenses 991,000 853,000
Income taxes payable 603,000 304,000
----------- -----------
Total current liabilities 4,162,000 3,774,000
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock (note 7) 0 0
Common stock (note 8) 51,000 50,000
Paid-in capital 7,458,000 6,898,000
Retained earnings 14,058,000 13,200,000
----------- -----------
Total stockholders' equity 21,567,000 20,148,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $25,729,000 $23,922,000
=========== ===========
</TABLE>
3
<PAGE> 4
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
ON ASSIGNMENT, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1996 1995
----------- -----------
<S> <C> <C>
REVENUES $18,902,000 $15,517,000
COST OF SERVICES 13,129,000 10,878,000
----------- -----------
GROSS PROFIT 5,773,000 4,639,000
OPERATING EXPENSES 4,070,000 3,338,000
----------- -----------
OPERATING INCOME 1,703,000 1,301,000
NON-RECURRING ACQUISITION COSTS (Note 2) 401,000 0
----------- -----------
INCOME BEFORE INTEREST AND INCOME TAXES 1,302,000 1,301,000
INTEREST INCOME, NET 113,000 87,000
----------- -----------
INCOME BEFORE INCOME TAXES 1,415,000 1,388,000
PROVISION FOR INCOME TAXES 557,000 546,000
----------- -----------
NET INCOME $ 858,000 $ 842,000
=========== ===========
PRIMARY AND FULLY DILUTED
EARNINGS PER SHARE $ 0.16 $ 0.16
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 5,428,000 5,208,000
=========== ===========
</TABLE>
4
<PAGE> 5
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
ON ASSIGNMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 858,000 $ 842,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 157,000 136,000
Increase (Decrease) in allowance for doubtful accounts (49,000) 19,000
(Increase) Decrease in deferred income taxes 25,000 (43,000)
(Increase) Decrease in accounts receivable 284,000 (198,000)
Decrease in income taxes receivable 0 37,000
Increase (Decrease) in accounts payable and accrued expenses 239,000 (142,000)
Increase in income taxes payable 349,000 475,000
(Increase) Decrease in workers' compensation deposits 100,000 (62,000)
(Increase) decrease in prepaid expenses 112,000 (144,000)
Increase in other assets (9,000) (11,000)
----------- -----------
Net cash provided by operating activities 2,066,000 909,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities 0 (2,300,000)
Proceeds from the maturity of marketable securities 350,000 1,080,000
Acquisition of office furniture, equipment and
leasehold improvements (349,000) (160,000)
Decrease in advances and deposits 71,000 34,000
----------- -----------
Net cash provided by (used for) investing activities 72,000 (1,346,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of common stock options 431,000 132,000
Proceeds from issuance of common stock -
Employee Stock Purchase Plan 80,000 56,000
Borrowings on line of credit 450,000 0
Repayments of line of credit borrowings (600,000) 0
----------- -----------
Net cash provided by financing activities 361,000 188,000
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,499,000 (249,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,327,000 1,833,000
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,826,000 $ 1,584,000
=========== ===========
</TABLE>
5
<PAGE> 6
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
ON ASSIGNMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(CONTINUED)
- - --------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
-------- -------
<S> <C> <C>
Cash paid during the period for income taxes, net of refunds $182,000 $78,000
======== =======
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH
TRANSACTIONS:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
-------- --------
<S> <C> <C>
Tax benefit of disqualifying dispositions $ 50,000 $ 0
======== ========
</TABLE>
6
<PAGE> 7
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
ON ASSIGNMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
- - --------------------------------------------------------------------------------
1. The accompanying consolidated financial statements have been prepared by the
Company, pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). This Report on Form 10-Q should be read in conjunction with
the Company's annual report on Form 10-K for the year ended December 31, 1995,
and Current Reports on Form 8-K and 8-K/A-1, filed with the Securities and
Exchange Commission on April 10, 1996 and May 3, 1996, respectively. Certain
information and footnote disclosures which are normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules and regulations. The
information reflects all normal and recurring adjustments which, in the opinion
of Management, are necessary for a fair presentation of the financial position
of the Company and its results of operations for the interim periods set forth
herein. The results for the three months ended March 31, 1996 are not
necessarily indicative of the results to be expected for the full year or any
other period.
2. On March 27, 1996, the Company issued 171,579 shares of its common stock for
all of the outstanding common stock of EnviroStaff, Inc. ("EnviroStaff"), a
Minnesota corporation, which specializes in providing employees on temporary
assignments to the environmental services industry. The acquisition has been
accounted for as a pooling-of-interests and, accordingly, the Company's
consolidated financial statements have been restated for all periods prior to
the acquisition to include the results of operations, financial positions, and
cash flows of EnviroStaff. Revenues, net income and primary and fully diluted
earnings per share for the individual entities are as follows:
<TABLE>
<CAPTION>
On Assignment EnviroStaff Combined
------------- ------------ ------------
<S> <C> <C> <C>
Three Months Ended
March 31, 1996
Revenues $ 16,379,000 $ 2,523,000 $ 18,902,000
Net income (loss) 1,086,000 (228,000) 858,000
Earnings (loss) per share 0.20 (0.04) 0.16
Three Months Ended
March 31, 1995
Revenues $ 13,974,000 $ 1,543,000 $ 15,517,000
Net income (loss) 890,000 (48,000) 842,000
Earnings (loss) per share 0.17 (0.01) 0.16
Year Ended
December 31, 1995
Revenues $ 62,042,000 $ 10,575,000 $ 72,617,000
Net income 4,330,000 11,000 4,341,000
Earnings per share 0.82 0.00 0.82
</TABLE>
7
<PAGE> 8
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
ON ASSIGNMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
- - --------------------------------------------------------------------------------
Non-recurring acquisition costs of approximately $401,000 related to the
acquisition of EnviroStaff were charged to expense during the three-month period
ended March 31, 1996. The after-tax impact of these expenses on primary and
fully diluted earnings per share was $0.04 for the three-month period ended
March 31, 1996. Acquisition costs include legal, accounting, financial advisory
services, and other costs of the acquisition.
3. The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
4. Accounts receivable are stated net of an allowance for doubtful accounts of
$386,000 and $435,000 at March 31, 1996 and December 31, 1995, respectively.
5. Office furniture, equipment and leasehold improvements are stated net of
accumulated depreciation and amortization of $1,542,000 and $1,403,000 at March
31, 1996 and December 31, 1995, respectively.
6. Goodwill represents the excess of the purchase price over the fair value of
the net assets acquired. It is being amortized on a straight-line basis over 15
years. Goodwill is stated net of accumulated amortization of $93,000 and $81,000
at March 31, 1996 and December 31, 1995, respectively.
7. At March 31, 1996 and December 31, 1995, Preferred Stock at a par value of
$0.01 per share consisted of 1,000,000 shares authorized and 0 shares issued and
outstanding.
8. At March 31, 1996 and December 31, 1995, Common Stock at a par value of $0.01
per share consisted of 25,000,000 shares authorized and 5,072,950 and 5,024,461
shares issued and outstanding, respectively.
9. In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The Company has adopted only the disclosure portion of the
statement and therefore the statement has no material impact on the financial
statements.
10. Certain reclassifications have been made to the 1995 consolidated financial
statements to conform with the 1996 consolidated financial statement
presentation.
8
<PAGE> 9
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion in this Report contains forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in "Risk Factors
That May Affect Future Results" in the Business Section of the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, as well as those
discussed elsewhere in this Report.
CHANGES IN RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995:
- - --------------------------------------------------------------------------------
REVENUES - Revenues increased by 21.8% from $15,517,000 for the three months
ended March 31, 1995, to $18,902,000 for the three months ended March 31, 1996,
primarily as a result of the increase in the number of temporary employees on
assignment in the Lab Support division and to a lesser extent from the increase
in revenues generated by EnviroStaff and the Finance Support division.
Lab Support's revenue growth was primarily attributable to the strong
performance in most of the markets in which the Lab Support division has older,
better established branches and the contribution of new Lab Support offices
opened in the past year. However, revenue growth was tempered by an unusually
high number of conversions of temporary employees to permanent status and the
impact of severe winter weather in several key markets. Average hourly billing
rates of the Lab Support division did not vary significantly between the two
periods.
The growth of EnviroStaff's revenues were primarily attributable to the
contribution of new EnviroStaff offices opened in the past year, as well as the
growth of most existing offices. Average hourly billing rates of EnviroStaff did
not vary significantly between the two periods.
The growth of the Finance Support division's revenues were primarily
attributable to higher average hourly billing rates which were principally
attributable to a concentration on new business with a higher price structure
and to a lesser extent from the contribution of new offices opened in the past
year.
COST OF SERVICES - Cost of services consists solely of compensation for
temporary employees and payroll taxes and benefits paid by the Company in
connection with such compensation. Cost of services increased 20.7% from
$10,878,000 for the three months ended March 31, 1995 to $13,129,000 for the
three months ended March 31, 1996. Cost of services as a percentage of revenues
decreased from 70.1% in the 1995 period to 69.5% in the 1996 period. This
decrease was primarily attributable to an increase in average gross margins of
EnviroStaff as a result of a decrease in average pay rates in the 1996 period,
and an increase in average gross margins of the Finance Support division as a
result of a shift to higher margin business in the 1996 period.
9
<PAGE> 10
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CHANGES IN RESULTS OF OPERATIONS (CONTINUED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995:
- - --------------------------------------------------------------------------------
OPERATING EXPENSES - Operating expenses include the costs associated with the
Company's network of Account Managers and branch offices, including Account
Manager compensation, rent, other office expenses and advertising for temporary
employees, and corporate office expenses, such as the salaries of corporate
operations and support personnel, management compensation, Account Manager
recruiting and training expenses, corporate advertising and promotion, rent and
other general and administrative expenses. Operating expenses increased 21.9%
from $3,338,000 for the three months ended March 31, 1995 to $4,070,000 for the
three months ended March 31, 1996. Operating expenses as a percentage of
revenues remained consistent at 21.5% in the 1995 and 1996 periods. This result
was primarily attributable to an increase in the hiring of new Account Managers
for the opening of new offices and the expansion of existing offices of
EnviroStaff, offset by a decrease in corporate expenses as a percentage of
revenues.
NON-RECURRING ACQUISITION COSTS - Non-recurring acquisition costs consisted
principally of legal, accounting, financial advisory services and other expenses
related to the initial combination of EnviroStaff and the Company. The combined
companies incurred approximately $401,000 in non-recurring acquisition costs
during the three months ended March 31, 1996.
INTEREST - Interest income, net increased 29.9% from $87,000 for the three
months ended March 31, 1995 to $113,000 for the three months ended March 31,
1996, primarily as a result of interest earned on higher interest-bearing cash,
cash equivalent and marketable security account balances, partially offset by
interest expense charged on EnviroStaff's line of credit borrowings in the 1996
period.
PROVISION FOR INCOME TAXES - Income taxes increased 2.0% from $546,000 for the
three months ended March 31, 1995 to $557,000 for the three months ended March
31, 1996. The effective tax rate increased slightly from 39.3% in the 1995
period to 39.4% in the 1996 period.
10
<PAGE> 11
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES:
- - --------------------------------------------------------------------------------
The Company's primary sources of cash for the three months ended March 31, 1995,
and 1996, were funds provided by operating activities. For the three months
ended March 31, 1995, operating activities provided $909,000 of cash compared to
$2,066,000 for the three months ended March 31, 1996. This increase was
primarily attributable to a decrease in accounts receivable in the 1996 period,
which was principally attributable to collections of EnviroStaff's accounts
receivable, partially offset by an increase in the Lab Support and Finance
Support division's accounts receivable. In addition, an increase in accounts
payable and accrued expenses and a decrease in workers' compensation deposits
and prepaid expenses in the 1996 period, contributed to net cash provided by
operating activities.
Cash used for investing activities totaled $1,346,000 for the three months ended
March 31, 1995, compared to cash provided by investing activities of $72,000 for
the three months ended March 31, 1996. This was primarily attributable to cash
used to purchase marketable securities exceeding cash proceeds from the maturity
of marketable securities in the 1995 period.
Cash provided by financing activities was $188,000 for the three months ended
March 31, 1995, compared to $361,000 for the three months ended March 31, 1996.
The increase was primarily attributable to higher proceeds from the sale of
common stock in connection with the exercise of stock options and the Employee
Stock Purchase Plan, partially offset by repayments of EnviroStaff's line of
credit borrowings exceeding the related borrowings, during the 1996 period
compared to the 1995 period.
The Company maintains an unsecured bank line of credit that expires on July 1,
1997. The maximum borrowings allowable under this agreement are $5,000,000 and
bear interest at the bank's reference rate (8.25% at March 31, 1996). No
borrowings were outstanding under this credit line at March 31, 1996.
In addition, the Company's EnviroStaff subsidiary had a $1,000,000 line of
credit with a bank. This line accrued interest at prime plus 1.25% (9.50%
effective rate at March 31, 1996). Advances were secured by all of the assets of
EnviroStaff and the agreement included requirements for minimum operating ratios
and tangible net worth and restricted the payment of dividends. At March 31,
1996, the Company had an outstanding balance of $325,000, due May 1996. On April
19, 1996, the Company paid the outstanding balance in full and the line of
credit agreement was terminated.
The Company believes that its cash balances, together with funds from operations
and its borrowing capacity, will be sufficient to meet its cash requirements
through the next twelve months.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS
TO A VOTE OF SECURITY-HOLDERS
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - 11.1
Statement regarding computation of earnings per share
(b) Reports on Form 8-K
(1) Current Report on Form 8-K, reporting the Company's March 27,
1996 acquisition of EnviroStaff, Inc., was filed with the
Commission on April 10, 1996.
(2) Current Report on Form 8-K/A-1, amending the Company's Form
8-K filed on April 10, 1996, was filed with the Commission on
May 3, 1996 and included the following financial statements:
i. Financial Statements of Businesses Acquired.
EnviroStaff, Inc., a Minnesota corporation.
1. Independent Auditor's report, Larson, Allen,
Weishair & Co., LLP;
2. Balance Sheets as of December 31, 1995 and 1994;
3. Statements of Income for the years ended
December 31, 1995 and 1994;
4. Statements of Stockholders' Equity for the years
ended December 31, 1995 and 1994;
5. Statements of Cash Flows for the years ended
December 31, 1995 and 1994; and
6. Notes to Financial Statements for the years
ended December 31, 1995 and 1994.
ii. Pro Forma Financial Information. On Assignment, Inc.,
and Subsidiaries.
1. Pro Forma Unaudited Consolidated Balance Sheet
as of December 31, 1995;
2. Pro Forma Unaudited Consolidated Statement of
Income for the year ended December 31, 1995; and
3. Notes to Pro Forma Unaudited Consolidated
Financial Statements.
12
<PAGE> 13
PART II - OTHER INFORMATION
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.
ON ASSIGNMENT, INC.
Date: May 10, 1996 By: /s/ H. Tom Buelter
--------------------------- ---------------------------------------
H. Tom Buelter
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 1996 By: /s/ Ronald W. Rudolph
--------------------------- ---------------------------------------
Ronald W. Rudolph
Sr. Vice President, Finance & Administration
and Chief Financial Officer
(Principal Financial and Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- - --------------------------------------------------------------------------------
<S> <C> <C>
Statement regarding computation
11.1 of earnings per share 15
</TABLE>
14
<PAGE> 1
EXHIBIT 11.1
ON ASSIGNMENT, INC.
STATEMENT OF COMPUTATION OF NET EARNINGS PER
COMMON AND COMMON EQUIVALENT SHARES (UNAUDITED)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------- ----------
1996 1995
---------- ----------
<S> <C> <C>
Net income used to compute primary and
fully diluted earnings per share $ 858,000 $ 842,000
========== ==========
Weighted average number of shares outstanding 5,057,000 4,935,000
Dilutive effect of stock options and warrants 371,000 273,000
---------- ----------
Number of shares used to compute primary
and fully diluted earnings per share 5,428,000 5,208,000
========== ==========
Net earnings per share $ 0.16 $ 0.16
========== ==========
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS (UNAUDITED) AND CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 6,586,000
<SECURITIES> 5,215,000
<RECEIVABLES> 10,295,000
<ALLOWANCES> 386,000
<INVENTORY> 0
<CURRENT-ASSETS> 22,252,000
<PP&E> 3,482,000
<DEPRECIATION> 1,542,000
<TOTAL-ASSETS> 25,729,000
<CURRENT-LIABILITIES> 4,162,000
<BONDS> 0
<COMMON> 51,000
0
0
<OTHER-SE> 21,516,000
<TOTAL-LIABILITY-AND-EQUITY> 25,729,000
<SALES> 0
<TOTAL-REVENUES> 18,902,000
<CGS> 0
<TOTAL-COSTS> 13,129,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 41,000
<INTEREST-EXPENSE> 10,000
<INCOME-PRETAX> 1,415,000
<INCOME-TAX> 557,000
<INCOME-CONTINUING> 858,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 858,000
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
