<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
Commission File No. 000-22490
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1120025
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
430 AIRPORT ROAD
GREENEVILLE, TENNESSEE 37745
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7100
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 [ ]
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of April 28, 2000 was 20,929,415.
<PAGE> 2
TABLE OF CONTENTS
FORWARD AIR CORPORATION
<TABLE>
<CAPTION>
Page
Number
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Income -
Three months ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements -
March 31, 2000 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
ITEM 3. Quantitative and Qualitative Disclosure of Market Risk 12
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 13
ITEM 2. Changes in Securities and Use of Proceeds 13
ITEM 3. Defaults Upon Senior Securities 13
ITEM 4. Submission of Matters to a Vote of Security Holders 13
ITEM 5. Other Information 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Forward Air Corporation
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-----------------------------------
(Unaudited) (Note 1)
(In thousands, except share data)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,117 $ 5,989
Accounts receivable, less allowance of $1,018 in 2000 and
$918 in 1999 28,120 27,342
Other current assets 3,145 3,083
-------------------------
Total current assets 41,382 36,414
Property and equipment 48,564 47,197
Less accumulated depreciation and amortization (15,399) (14,307)
-------------------------
33,165 32,890
Other assets 10,083 10,313
-------------------------
Total assets $ 84,630 $ 79,617
=========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,617 $ 7,436
Accrued expenses 8,486 8,145
Current portion of long-term debt 358 758
Current portion of capital lease obligations 523 513
-------------------------
Total current liabilities 16,984 16,852
Long-term debt, less current portion 64 835
Capital lease obligations, less current portion 3,788 3,919
Deferred income taxes 3,623 3,059
Shareholders' equity:
Preferred stock -- --
Common stock, $.01 par value:
Authorized shares - 50,000,000
Issued and outstanding shares - 20,888,813 in 2000
and 20,732,963 in 1999 209 207
Additional paid-in capital 36,156 35,528
Retained earnings 23,806 19,217
-------------------------
Total shareholders' equity 60,171 54,952
-------------------------
Total liabilities and shareholders' equity $ 84,630 $ 79,617
=========================
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
Forward Air Corporation
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
-----------------------------------
March 31, 2000 March 31, 1999
-----------------------------------
(In thousands, except per share data)
<S> <C> <C>
Operating revenue $ 49,407 $ 37,728
Operating expenses:
Purchased transportation:
Provided by Landair Corporation 719 709
Provided by others 20,477 15,520
Salaries, wages and employee benefits 11,434 8,722
Operating leases 2,569 2,126
Depreciation and amortization 1,373 1,199
Insurance and claims 806 340
Other operating expenses 4,658 3,637
-------------------------
42,036 32,253
-------------------------
Income from operations 7,371 5,475
Other income (expense):
Interest expense (83) (446)
Other, net 141 32
-------------------------
58 (414)
-------------------------
Income before income taxes 7,429 5,061
Income taxes 2,840 1,961
-------------------------
Net income 4,589 3,100
=========================
Income per share:
Basic $ 0.22 $ 0.16
=========================
Diluted $ 0.21 $ 0.16
=========================
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
-------------------------------
March 31, 2000 March 31, 1999
-------------------------------
(In thousands)
<S> <C> <C>
Cash provided by operations $ 6,199 $ 5,561
Investing activities:
Proceeds from disposal of property and equipment 27 265
Purchases of property and equipment (1,461) (2,161)
Other 25 (20)
-----------------------
(1,409) (1,916)
Financing activities:
Payments of long-term debt (1,171) (3,939)
Payments of capital lease obligations (121) (539)
Proceeds from exercise of stock options 630 495
-----------------------
Net cash provided by financing activities (662) (3,983)
-----------------------
Increase (decrease) in cash and cash equivalents $ 4,128 $ (338)
=======================
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Forward Air
Corporation annual report on Form 10-K for the year ended December 31, 1999.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date, but does not include all of the financial
information and footnotes required by generally accepted accounting principles
for complete financial statements.
2. COMPREHENSIVE INCOME
The Company had no items of other comprehensive income in 2000 or 1999 and,
accordingly, comprehensive income is equivalent to net income.
3. NET INCOME PER SHARE
On January 10, 2000, the Board of Directors approved a three-for-two split of
the common stock which was distributed on January 28, 2000 to shareholders of
record as of January 21, 2000. On February 24, 1999, the Board of Directors
approved a two-for-one split of the common stock of the Company which was
distributed on March 19, 1999 to shareholders of record as of March 12, 1999.
Common stock issued and additional paid-in capital have been restated to reflect
these splits for all periods presented. All common share and per share data
included in the condensed consolidated financial statements and notes thereto
have been restated to give effect to the stock splits.
6
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Forward Air Corporation
Notes to Condensed Consolidated Financial Statements (continued)
The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):
<TABLE>
<CAPTION>
Three months ended
---------------------------------
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Numerator:
Numerator for basic and diluted income per share - net
income $ 4,589 $ 3,100
Denominator:
Denominator for basic income per share -
weighted-average shares 20,782 18,944
Effect of dilutive stock options 1,293 740
------- -------
Denominator for diluted income per share -
adjusted weighted-average shares 22,076 19,684
======= =======
Basic income per share $ 0.22 $ 0.16
======= =======
Diluted income per share $ 0.21 $ 0.16
======= =======
</TABLE>
4. INCOME TAXES
For the three months ended March 31, 2000 and 1999, the effective income tax
rate varied from the statutory federal income tax rate of 35% primarily as a
result of the effect of state income taxes, net of the federal benefit, and
permanent differences.
5. CONTINGENCIES
The primary claims in the Company's business are workers' compensation, property
damage, auto liability and medical benefits. Most of the Company's insurance
coverage provides for self-insurance levels with primary and excess coverage
which management believes is sufficient to adequately protect the Company from
catastrophic claims. In the opinion of management, adequate provision has been
made for all incurred claims up to the self-insured limits, including provision
for estimated claims incurred but not reported.
The Company estimates its self-insurance loss exposure by evaluating the merits
and circumstances surrounding individual known claims, and by performing
hindsight analysis to determine an estimate of probable losses on claims
incurred but not reported. Such losses could be realized immediately as the
events underlying the claims have already occurred as of the balance sheet
dates.
Because of the uncertainty of the ultimate resolution of outstanding claims, as
well as uncertainty regarding claims incurred but not reported, it is possible
that management's provision for these
7
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Forward Air Corporation
Notes to Condensed Consolidated Financial Statements (continued)
losses could change materially in the near term. However, no estimate can
currently be made of the range of additional loss that is at least reasonably
possible.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
The Company provides scheduled ground transportation of cargo on a time-definite
basis. As a result of the Company's established transportation schedule and
network of terminals, its operating cost structure includes significant fixed
costs. The Company's ability to improve its operating margins will depend on its
ability to increase the volume of freight moving through its network.
Results of Operations
The following table shows the percentage relationship of expense items to
operating revenue for the periods indicated.
<TABLE>
<CAPTION>
Three months ended
-------------------------------------
March 31, 2000 March 31, 1999
-------------------------------------
<S> <C> <C>
Operating revenue 100.0% 100.0%
Operating expenses:
Purchased transportation 42.9 43.0
Salaries, wages and employee
benefits 23.1 23.1
Operating leases 5.2 5.6
Depreciation and amortization 2.8 3.2
Insurance and claims 1.6 0.9
Other operating expenses 9.5 9.7
-------------------------------------
85.1 85.5
Income from operations 14.9 14.5
Other income (expense):
Interest expense (0.2) (1.2)
Other, net 0.3 0.1
-------------------------------------
0.1 (1.1)
-------------------------------------
Income before income taxes 15.0 13.4
Income taxes 5.7 5.2
-------------------------------------
Net income 9.3% 8.2%
=====================================
</TABLE>
Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999
Operating revenue increased by $11.7 million, or 31.0%, to $49.4 million in the
first quarter of 2000 from $37.7 million in the same period of 1999. This
increase resulted primarily from increased volume from domestic and
international air cargo customers, an increase in the number of operating
terminals and direct shuttles and enhanced logistics services.
Purchased transportation represented 42.9% of operating revenue in the first
quarter of 2000 compared to 43.0% in the same period of 1999.
9
<PAGE> 10
Salaries, wages and employee benefits were 23.1% of operating revenue in the
first quarter of 2000 and 1999.
Operating leases, the largest component of which is terminal rent, were 5.2% of
operating revenue in the first quarter of 2000 compared to 5.6% in the same
period of 1999. The decrease in operating leases as a percentage of operating
revenue between periods was attributable to increased operating revenue.
Depreciation and amortization expense as a percentage of operating revenue was
2.8% in the first quarter of 2000, compared to 3.2% in the same period of 1999.
The decrease in depreciation and amortization expense as a percentage of revenue
was attributable to increased utilization of operating equipment during 2000 as
compared to the same period in 1999.
Insurance and claims as a percentage of revenue were 1.6% of operating revenue
in the first quarter of 2000, compared with 0.9% in the same period of 1999. The
increase was due primarily to an increase in the frequency and severity of
accidents during the first quarter of 2000.
Other operating expenses were 9.5% of operating revenue in the first quarter of
2000 compared to 9.7% in the same period of 1999. The decrease in other
operating expenses as a percentage of operating revenue was primarily
attributable to a lower operating cost structure on a percentage of revenue
basis due to increased operating revenue.
Income from operations increased by $1.9 million, or 34.6%, to $7.4 million for
the first quarter of 2000 compared to $5.5 million for the same period in 1999.
The increase in income from operations is due primarily to a lower operating
cost structure on a percentage of revenue basis resulting from an increase in
operating revenue, which allowed the Company to spread the fixed costs of the
network over a larger revenue base.
Interest expense was $83,000, or 0.2% of operating revenue, in the first quarter
of 2000, compared to $446,000, or 1.2%, for the same period in 1999. The
decrease in interest expense was due to lower average net borrowings during the
first quarter of 2000.
Other income, net was $141,000, or 0.3% of operating revenue, in the first
quarter of 2000, compared to $32,000, or 0.1%, for the same period in 1999. The
increase in other income was due to higher interest income as a result of higher
average cash and cash equivalent balances during the first quarter of 2000.
The combined federal and state effective tax rate for the first quarter of 2000
was 38.2% compared to a rate of 38.7% for the same period in 1999.
As a result of the foregoing factors, net income increased by $1.5 million, or
48.4%, to $4.6 million for the first quarter of 2000, compared to $3.1 million
for the same period in 1999.
10
<PAGE> 11
Liquidity and Capital Resources
The Company has historically financed its working capital needs, including
capital purchases, with cash flows from operations and borrowings under the
Company's bank lines of credit. Net cash provided by operating activities
totaled approximately $6.2 million for the three months ended March 31, 2000,
compared with $5.6 million in the same period of 1999.
Net cash used in investing activities was approximately $1.4 million in the
three months ended March 31, 2000 compared with $1.9 million in the same period
of 1999. Investing activities consisted primarily of the purchase of operating
equipment and management information systems during these periods.
Net cash used in financing activities totalled approximately $662,000 in the
three months ended March 31, 2000 compared with $4.0 million in the same period
of 1999. Financing activities included the repayment of long-term debt and
capital leases and proceeds received from the exercise of stock options.
The Company's credit facilities include a working capital line of credit and an
equipment financing facility. As long as the Company complies with the financial
covenants and ratios established in the credit facility agreements, these credit
facilities permit borrowings of up to $20.0 million under the working capital
line of credit, and up to $25.0 million under the equipment financing
facilities. Interest rates for advances under the facilities vary based on how
the Company's performance measures against covenants related to total
indebtedness, cash flows, results of operations and other ratios. The facilities
bear interest at LIBOR plus .80% to 1.90%, expire in December 2000 and April
2001 and are secured by accounts receivable and most equipment. The amount the
Company can borrow under the line of credit is reduced by the amount of any
outstanding letters of credit. At March 31, 2000 and December 31, 1999, the
Company had no borrowings outstanding under the line of credit facility or the
equipment financing facility.
Management believes that its available cash, expected cash generated from future
operations and borrowings under available lines of credit, will be sufficient to
satisfy the Company's anticipated cash needs for at least the next twelve
months.
Year 2000 Issues
In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In late 1999, the Company completed its remediation and
testing of systems. As result of those planning and implementation efforts, the
Company experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. The Company expensed
approximately $20,000 during the first quarter of 1999 in connection with
remediating its systems. The Company is not aware of any material problems
resulting from Year 2000 issues, either with its products, its internal systems,
or the products and services of third parties. The Company will
11
<PAGE> 12
continue to monitor its mission critical computer applications and those of its
suppliers and vendors throughout the Year 2000 and will address any latent Year
2000 matters that may arise.
Forward-Looking Statements
The Company, or its executive officers and directors on behalf of the Company,
may from time to time make written or oral "forward-looking statements." Written
forward-looking statements may appear in documents filed with the Securities and
Exchange Commission, in press releases and in reports to shareholders. Oral
forward-looking statements may be made by the Company's executive officers and
directors on behalf of the Company to the press, potential investors, securities
analysts and others. The Private Securities Litigation Reform Act of 1995
contains a safe harbor for forward-looking statements. The Company relies on
this safe harbor in making such disclosures. In connection with this safe harbor
provision, the Company is hereby identifying important factors that could cause
actual results to differ materially from those contained in any forward-looking
statement made by or on behalf of the Company. Without limitation, factors that
might cause such a difference include economic factors such as recessions,
inflation, higher interest rates and downturns in customer business cycles, the
Company's inability to maintain its historical growth rate due to a decreased
volume of freight moving through the Company's network, competition, surplus
inventories, loss of a major customer, the inability of the Company's
information systems to handle an increased volume of freight moving through its
network, and the lack of availability and compensation of qualified independent
owner-operators needed to serve the Company's transportation needs. The Company
disclaims any intent or obligation to update these forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company's exposure to market risk related to its remaining outstanding debt
is not significant.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is, from time to time, a party to litigation arising in the normal
course of its business, most of which involve claims for personal injury and
property damage incurred in connection with the transportation of freight.
Management believes that none of these actions, individually or in the
aggregate, will have a material adverse effect on the financial condition or
results of operations of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - The response to this portion of Item 6 is submitted as a
separate section of this report.
(b) Reports on Form 8-K - The Company did not file any reports on Form 8-K
during the three months ended March 31, 2000.
13
<PAGE> 14
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.
Forward Air Corporation
Date: May 5, 2000 By: /s/ Edward W. Cook
-------------------------------
Edward W. Cook
Chief Financial Officer
and Senior Vice President
14
<PAGE> 15
EXHIBIT INDEX
Exhibit No.
-----------
10.1 First Amendment to the Transition Services
Agreement, dated as of February 4, 2000,
between the registrant and Landair Corporation
27.1 Financial Data Schedule - Period Ended
March 31, 2000 (Electronic Filing Only)
15
<PAGE> 1
EXHIBIT 10.1
FIRST AMENDMENT
to the
TRANSITION SERVICES AGREEMENT
Between
FORWARD AIR CORPORATION
f/k/a Landair Services, Inc.
and
LANDAIR CORPORATION
This First Amendment to the Transition Services Agreement (this
"Agreement"), dated as of February 4, 2000, is made and entered into by and
between FORWARD AIR CORPORATION ("Forward Air"), a Tennessee corporation and
LANDAIR CORPORATION ("Landair"), a Tennessee corporation.
WHEREAS, Forward Air and Landair entered into that certain Transition
Services Agreement, dated as of September 18, 1998 (the "Original Agreement"),
which provided for, among other things, the continued providing of services by
the parties to the Original Agreement;
WHEREAS, the parties over time have agreed to continue certain services
and to terminate certain services and, in connection with the termination of
future services the parties wish to specifically provide for the terms and
conditions and the allocation of certain costs in connection with the
termination of certain services under the Original Agreement; and
WHEREAS, the parties now desire to amend the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter expressed, and subject to the satisfaction or waiver of
the conditions hereof, the parties hereto agree as follows:
1
<PAGE> 2
1. Continuation of Certain Services. The parties understand and agree to
continue the joint services set forth on Attachment A to this Agreement for a
period of 18 months, subject to the termination provisions set forth in the
Original Agreement and as modified by this Agreement.
2. Allocation of Cost for Shared Assets. The parties understand and agree
that the past and future obligations to provide certain services (the
"Services") required under the terms of the Original Agreement has required and
will continue to require either or both parties to acquire equipment and/or make
capital investments in certain assets (the "Joint Services Assets") which are
needed or required to provide services. The parties to the Original Agreement
further understand and agree that in the event of a termination of any Service
that requires the use of Joint Services Assets, the investment in the Joint
Services Assets will need to be settled and resolved as between the parties to
the Original Agreement. In the event of a termination of all or a portion of the
Services under the Original Agreement prior to the full depreciation or
amortization of the Joint Services Assets used to provide such services, the
parties agree that they will settle and resolve all obligations on any Joint
Services Assets that have not been fully amortized or depreciated at the time of
any such termination as follows:
(i) Joint Services Assets not owned by Party Requesting Termination.
In the event the party requesting termination of any Services does not own
the Joint Services Assets used to provide such Services, the party
requesting termination shall pay to the owner of such Joint Services
Assets an amount equal to the pro rata portion of the then remaining book
value of any Joint Services Asset as then set forth on the books of the
owner (such pro rata portion to be determined based on the allocation of
Service costs and expenses as then in effect) and, the party thus
receiving payment shall be entitled to keep the Joint Services Asset; and
(ii) Joint Services Assets owned by Party Requesting Termination. In
the event the party requesting termination of Services owns the Joint
Services Assets
2
<PAGE> 3
related to the terminated Services, then the party requesting termination
shall be entitled to payment from the party not requesting termination of
the Services. The payment for the Joint Services Assets utilized in
connection with the terminated Services shall be calculated as follows:
The termination payment shall be in an amount equal to a pro
ration of the book value as set forth in Section 2(i) above times
two thirds.
3. Agreed Basis for Joint Services Assets. The parties agree that the
shared assets which constitute Joint Services Assets, and their respective
approximate book values as of December 31, 1999 are as set forth on Attachment A
to this Agreement. The parties further agree that they will not acquire any
further Joint Services Assets without the written agreement of each other.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
FORWARD AIR CORPORATION
By: /s/ Edward W. Cook
Title: CFO
LANDAIR CORPORATION
By: /s/ C. Tim Roach
Title: President/COO
3
<PAGE> 4
ATTACHMENT A
ASSETS TO BE ALLOCATED
DECEMBER 31, 1999
FORWARD AIR
<TABLE>
<CAPTION>
Service NBV Allocation Methodology
- -------------------------------- ----------- --------------------------------------
<S> <C> <C>
Accounts Payable $ 11,000 * Based upon number of checks processed
Payroll 199,000 Based upon number of employees
Human Resources and
Benefit Plan Administration 7,000 * Based upon number of employees
Settlement 7,000 * Based upon number of owner-operators
Accounting 52,000 50% to Landair and Forward Air
Legal 2,000 * 50% to Landair and Forward Air
General Administration 97,000 50% to Landair and Forward Air
Information Technology 987,000 50% to Landair and Forward Air
Corporate Headquarters
Leasehold Improvements 115,000 50% to Landair and Forward Air
LANDAIR
Safety 57,000
Licensing/Permitting/Fuel Tax 44,000
Insurance/Claims 17,000 *
Recruiting/Retention 7,000 *
Training Center 2,000 *
</TABLE>
*Due to the immateriality of the amounts involved, no allocation of assets is
proposed for cost centers under $25,000.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORWARD
AIR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) FOR MARCH 31,
2000 AND CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) FOR THE THREE
MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 10,117
<SECURITIES> 0
<RECEIVABLES> 29,138
<ALLOWANCES> 1,018
<INVENTORY> 0
<CURRENT-ASSETS> 41,382
<PP&E> 48,564
<DEPRECIATION> 15,399
<TOTAL-ASSETS> 33,165
<CURRENT-LIABILITIES> 16,984
<BONDS> 0
0
0
<COMMON> 209
<OTHER-SE> 59,962
<TOTAL-LIABILITY-AND-EQUITY> 84,630
<SALES> 0
<TOTAL-REVENUES> 49,407
<CGS> 0
<TOTAL-COSTS> 42,036
<OTHER-EXPENSES> (141)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> 7,429
<INCOME-TAX> 2,840
<INCOME-CONTINUING> 4,589
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,589
<EPS-BASIC> .22
<EPS-DILUTED> .21
</TABLE>
