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 June 30, 1996
OR
(x) 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 0-23534
CAREER HORIZONS, INC.
_______________________
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-3038096
____________ ____________
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
177 Crossways Park Drive, Woodbury, NY 11797
______________________________________ _____
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 682-1400
______________
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 July 23, 1996
_______ ____________________________
Common Stock, $.01 par value 17,652,000
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
INDEX
PAGE
____
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 3
Unaudited Condensed Consolidated Statements of Income -
Three and Six months ended June 30, 1996 and 1995 5
Unaudited Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 1996 and 1995 6
Notes to Unaudited Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 18
Index to Exhibits 19
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except par value amounts)
ASSETS
June 30, December 31,
1996 1995
____________ ____________
CURRENT ASSETS:
Cash and cash equivalents $ 61,280 $ 11,712
Reverse repurchase agreements 18,251 48,449
Accounts receivable, net of allowance
for doubtful accounts of $2,915 and $1,848 89,041 62,346
Due from Associated Offices, net of allowance
for doubtful accounts of $1,739 and $1,254 38,442 35,832
Other receivables, net 1,799 1,060
Prepaid expenses 2,762 988
Deferred income taxes 4,617 2,771
________ ________
Total current assets 216,192 163,158
INTANGIBLE ASSETS, net 115,687 29,719
FURNITURE, FIXTURES AND EQUIPMENT, net 7,602 5,003
OTHER RECEIVABLES, net 299 310
DEFERRED INCOME TAXES 1,197 ---
OTHER ASSETS, net 3,298 3,368
________ ________
$344,275 $201,558
======== ========
The accompanying notes are an integral part of the unaudited condensed financial
statements.
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except par value amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1996 1995
________ ____________
CURRENT LIABILITIES:
Bank overdrafts $ 12,259 $ 10,511
Accounts payable and accrued liabilities 16,062 11,898
Accrued compensation and related taxes 35,076 23,007
Notes payable 1,539 6,966
Current income taxes payable 1,774 1,677
________ ________
Total current liabilities 66,710 54,059
DEFERRED INCOME TAXES --- 280
OTHER LIABILITIES 40 66
7% CONVERTIBLE SENIOR NOTES DUE 2002 86,250 86,250
________ ________
Total liabilities 153,000 140,655
________ ________
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
authorized, 1,000,000 shares; issued
and outstanding - none --- ---
Common stock, $.01 par value; authorized,
50,000,000 shares; issued and
outstanding - 17,657,070 and 5,622,038 177 56
Nonvoting common stock, $.01 par value;
shares authorized, issued and
outstanding - none and 392,638 --- 4
Additional paid-in capital 169,510 46,585
Retained earnings 21,643 14,329
________ ________
191,330 60,974
Less: treasury stock, at cost, 6,318 and
4,068 shares (55) (71)
________ ________
Total stockholders' equity 191,275 60,903
________ ________
$344,275 $201,558
======== ========
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
__________________ ___________________
1996 1995 1996 1995
________ ________ ________ ________
REVENUES $148,659 $94,150 $275,851 $183,733
EXPENSES:
Cost of services 112,824 72,091 210,233 141,115
Selling, general and
administrative expenses 21,988 12,667 41,637 25,429
Remittance to franchisees 5,246 4,605 9,898 9,235
Other expense, net 202 82 389 1,134
________ _______ ________ ________
Total expenses 140,260 89,445 262,157 176,913
Income from operations 8,399 4,705 13,694 6,820
Interest expense, net (624) (443) (1,802) (960)
________ _______ ________ ________
Income before income taxes 7,775 4,262 11,892 5,860
Provision for income taxes (2,993) (1,542) (4,578) (2,216)
________ _______ ________ ________
NET INCOME $ 4,782 $ 2,720 $ 7,314 $ 3,644
======== ======= ======== ========
INCOME PER COMMON SHARE:
Primary $.26 $.22 $.45 $.30
==== ==== ==== ====
Fully Diluted $.25 $.22 $.43 $.30
==== ==== ==== ====
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Six Months Ended
June 30,
--------------------
1996 1995
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES $ (9,371) $8,197
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in reverse repurchase
agreements, net 30,198 ---
Acquisition of furniture, fixtures and
equipment (1,484) (1,286)
Acquisition of businesses, net of cash acquired (92,545) (6,722)
________ ______
Net cash used by investing activities (63,831) (8,008)
________ ______
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in senior credit facility --- (958)
Increase in bank overdrafts 1,748 1,294
Repayment of debt assumed in acquisitions (407) (674)
Payments under capital lease obligation (22) (24)
Exercise of stock options 1,482 253
Proceeds from public offering of common
stock, net 119,969 ---
________ ______
Net cash provided (used) by financing
activities 122,770 (109)
________ ______
INCREASE IN CASH AND CASH EQUIVALENTS 49,568 80
CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR 11,712 741
________ ______
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 61,280 $ 821
======== ======
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and,
accordingly, do not include all of the information and disclosures required
by generally accepted accounting principles. The accompanying condensed
consolidated financial statements have not been audited by independent
accountants in accordance with generally accepted auditing standards, but,
in the opinion of the Company, such financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to
present fairly its financial position as of June 30, 1996, the results of
operations for the three and six month periods ended June 30, 1996 and 1995
and changes in cash flows for the six month periods ended June 30, 1996 and
1995, and are not necessarily indicative of the results to be expected for the
full year.
In reading the interim condensed consolidated financial statements,
reference should be made to the summary of accounting policies and notes
to the financial statements included in the Company's Annual Report on
Form 10-K, as filed with the Securities and Exchange Commission on
February 28, 1996.
2. Acquisition of Subsidiaries
In April 1996, the Company acquired substantially all of the assets of
American Computer Professionals, Inc. ("ACP") and The Richard Michael Group,
Inc. and its affiliate Richard Michael Temps, Inc. (collectively "Richard
Michael"), as well as all of the outstanding common stock of Century
Temporary Services, Inc. and its affiliate Grant Management Company
(collectively "CenCor"). In May 1996, the Company acquired substantially all
of the assets of WHY Systems, Inc. ("WHY") and in June 1996, substantially
all of the assets of Dial A Temporary. The aggregate purchase price of these
acquisitions, including fees and expenses, was approximately $25 million. In
addition, the purchase agreements provide for contingent consideration based
upon operating results of the acquired businesses over periods ranging from
one to five years, up to a maximum of $6 million in the case of ACP,
$12 million in the case of Richard Michael and $5 million in the case of
Dial A Temporary.
These acquisitions have been accounted for as purchase transactions
and, accordingly, the purchase price was allocated to the assets acquired
and liabilities assumed based on their estimated fair values as of the dates
of acquisition. Goodwill resulting from these transactions, which represents
the excess of the consideration paid over the estimated fair value of net
assets acquired, amounted to $23.7 million, and will be amortized over 32 years.
Pro forma data for the three and six months ended June 30, 1996 and 1995,
as if the acquisitions of ACP, Richard Michael, CenCor, WHY and Dial A
Temporary, and the acquisitions of Mini-Systems Associates ("Mini-Systems"),
Zeitech Inc. ("Zeitech") and MSI Services and Temps & Co. ("MSI"), completed
in the first quarter of 1996, as well as the issuance of the 7% Convertible
Senior Notes Due 2002 and the public offering of 5,377,500 shares of common
stock (and the related dilution) all had occurred as of January 1, 1995,
is as follows (in thousands, except per share amounts):
Three months ended Six months ended
June 30, June 30,
__________________ __________________
1996 1995 1996 1995
________ ________ ________ ________
Revenues $154,036 $136,630 $298,749 $266,213
Net income 4,862 2,927 7,358 3,739
Income per common share:
Primary $.27 $.17 $.40 $.21
Fully Diluted $.25 $.17 $.40 $.21
Note: Assuming the Company had invested the remaining net
proceeds of the Convertible Notes and Stock Offering,
after the acquisition payments, into interest-bearing cash
equivalents at an interest rate of 5%, pro forma primary
earnings per share would have been $.32 and $.22 for the
three months ended June 30, 1996 and 1995, and $.50 and
$.31 for the six months ended June 30, 1996 and 1995,
respectively. Pro forma fully diluted earnings per share
would have been $.29 and $.21 for the three months ended
June 30, 1996 and 1995 and $.47 and $.31 for the six
months ended June 30, 1996 and 1995, respectively.
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO
THREE MONTHS ENDED JUNE 30, 1995
Revenues. Revenues for the three months ended June 30, 1996 were $148.7
million, an increase of $54.5 million, or 57.9%, from revenues of $94.2
million for the three months ended June 30, 1995. The increase was primarily
attributable to the inclusion of the operations of Computer Consulting Group,
Professionals for Computing, Mini-Systems, Zeitech, MSI, ACP, CenCor, Richard
Michael, WHY and Dial A Temporary (the "Acquired Businesses"), which the
Company has purchased since June 30, 1995.
Gross profit. Gross profit increased by $13.7 million to $35.8 million, or
24.1% of revenues, for the three months ended June 30, 1996, compared to $22.1
million, or 23.4% of revenues, for the three months ended June 30, 1995. The
increase in gross profit as a percentage of revenues is primarily the result
of higher margins generated by the Company's Acquired Businesses.
Selling, general and administrative expenses. Selling, general and
administrative expenses ("SG&A") increased by $9.3 million to $22.0 million,
or 14.8% of revenues, for the three months ended June 30, 1996, compared to
$12.7 million, or 13.5% of revenues, for the three months ended June 30, 1995.
The increase of 1.3% as a percentage of revenues was primarily attributable to
the Acquired Businesses which generate higher gross margins, but require
higher operating expense levels. In addition, new offices opened and
franchises acquired since June 1995 accounted for $463,000 of the increase in
SG&A.
Remittance to franchisees. Remittance to franchisees was $5.2 million, or
3.5% of revenues, for the three months ended June 30, 1996, compared to $4.6
million, or 4.9% of revenues, for the three months ended June 30, 1995. The
decrease of 1.4% was attributable to the decrease in revenues from the
Company's franchised HR Services operations, which results in decreased
remittances to the franchisees, as well as the increase in the Company's
revenue base from the Acquired Businesses, which, with the exception of MSI,
have no franchised operations.
Interest expense, net. Net interest expense increased by $181,000 to
$624,000 for the three months ended June 30, 1996, compared to $443,000 for
the three months ended June 30, 1995. The increase in net interest expense
reflects interest expense incurred from the issuance of the 7% Convertible
Senior Notes Due 2002 in October 1995, partially offset by the investment of
proceeds from the public offering of common stock in March 1996.
Income taxes. The Company's effective income tax rate was 38.5% for the
three months ended June 30, 1996, compared to 36.2% for the three months ended
June 30, 1995. The lower effective income tax rate for the three months ended
June 30, 1995 was primarily attributable to the institution, during that
period, of Company programs to reduce state income tax expense.
Net income. Net income was $4.8 million for the three months ended June 30,
1996, compared to $2.7 million for the three months ended June 30, 1995. The
increase in profitability is a result of the above-mentioned items.
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO
SIX MONTHS ENDED JUNE 30, 1995
Revenues. Revenues for the six months ended June 30, 1996 were $275.9
million, an increase of $92.2 million, or 50.2%, from revenues of $183.7
million for the six months ended June 30, 1995. The increase was primarily
attributable to the inclusion of the operations of the Acquired Businesses,
which the Company has purchased since June 30, 1995. To a lesser extent,
revenues across all lines of the Company's businesses were influenced by
severe winter weather in the first three months of 1996, which caused office
closures and reduced work hours in many markets.
Gross profit. Gross profit increased by $23.0 million to $65.6 million, or
23.8% of revenues, for the six months ended June 30, 1996, compared to $42.6
million, or 23.2% of revenues, for the six months ended June 30, 1995. The
increase in gross profit as a percentage of revenues is primarily the result
of higher margins generated by the Company's Acquired Businesses.
Selling, general and administrative expenses. SG&A increased by $16.2
million to $41.6 million, or 15.1% of revenues, for the six months ended June
30, 1996, compared to $25.4 million, or 13.8% of revenues, for the six months
ended June 30, 1995. The increase of 1.3% as a percentage of revenues was
primarily attributable to the Acquired Businesses which generate higher gross
margins, but require higher operating expense levels. In addition, new
offices opened and franchises acquired since March 1995 accounted for $951,000
of the increase in SG&A.
Remittance to franchisees. Remittance to franchisees was $9.9 million, or
3.6% of revenues, for the six months ended June 30, 1996, compared to $9.2
million, or 5.0% of revenues, for the six months ended June 30, 1995. The
decrease of 1.4% was attributable to the decrease in revenues from the
Company's franchised HR Services operations, which resulted in decreased
remittances to the franchisees, as well as the increase in the Company's
revenue base from the Acquired Businesses, which, with the exception of MSI,
have no franchised operations.
Other expense, net. Other expense, net for the six months ended June 30,
1995 includes a one-time charge of $965,000 for expenses relating to the
resignation of the former chief executive officer.
Interest expense, net. Net interest expense increased by $842,000 to
$1,802,000 for the six months ended June 30, 1996, compared to $960,000 for
the six months ended June 30, 1995. The increase in net interest expense
reflects interest expense incurred from the issuance of the 7% Convertible
Senior Notes Due 2002 in October 1995, partially offset by the investment of
proceeds from the public offering of common stock in March 1996.
Income taxes. The Company's effective income tax rate was 38.5% for the six
months ended June 30, 1996, compared to 37.8% for the six months ended June
30, 1995. The increase in the effective income tax rate was primarily
attributable to the institution of Company programs to reduce state income tax
expense during the six months ended June 30, 1995.
Net income. Net income was $7.3 million for the six months ended June 30,
1996, compared to $3.6 million for the six months ended June 30, 1995. The
increase in profitability is a result of the above-mentioned items.
LIQUIDITY AND CAPITAL RESOURCES
On March 6, 1996, the Company received, net of fees and expenses,
approximately $120.0 million from the issuance of 5,377,500 shares of common
stock. Such proceeds were used to fund the acquisitions of MSI, ACP, CenCor,
Richard Michael, WHY and Dial A Temporary and the remainder was invested in
cash equivalents and reverse repurchase agreements. The remaining proceeds
will be used for general corporate purposes, including acquisitions.
As of June 30, 1996, the Company had no borrowings under the Senior Credit
Facility and had outstanding letters of credit, totaling approximately $11.0
million, primarily to guarantee the payment of its workers' compensation
expenses. In addition, the Company could borrow an additional $49.0 million
under the Senior Credit Facility. While the amounts available under the
Senior Credit Facility are determined by the terms of that Facility,
management believes that, based on the Company's current financial position,
borrowings of up to $100 million could readily be attained. Management
believes that this borrowing capacity and cash flow from operations, together
with amounts invested in cash equivalents and reverse repurchase agreements
will be sufficient to fund the Company's current operations and anticipated
capital expenditure requirements, as well as provide at least a portion of the
funds for future acquisitions. However, depending on the size and extent of
any such acquisitions, additional acquisition or working capital financing
might be required.
As collateral for its obligations under the Facility, the Company has granted
its lender a security interest in substantially all of the Company's assets.
Since the Company's borrowings under the Senior Credit Facility are primarily
subject to variable interest rates, a significant increase in interest rates
at a time when the Company has substantial outstanding borrowings would have a
negative effect on the Company's results of operations.
The 7% Convertible Senior Notes Due 2002 are guaranteed by all of the direct
and indirect subsidiaries of the Company ("the guarantor subsidiaries"). All
of the guarantor subsidiaries are wholly-owned, and the guarantee of the
guarantor subsidiaries is full and unconditional, and joint and several.
There are no restrictions on the ability of any of the guarantor subsidiaries
to distribute funds to the Company.
Capital expenditures, generally for computer equipment and peripherals and
office furniture and fixtures, were $1,484,000 for the six months ended June
30, 1996. The Company is presently considering various enhancements to its
health care management information system, which, if implemented, may require,
depending on the final configuration and system requirements, an investment of
not less than $2.0 million. Other than the possible enhancement of its health
care management information system, the Company anticipates that recurring
capital expenditures, primarily for computer equipment and peripherals, will
be approximately $2.5 million per year.
INFLATION
The effects of inflation on the Company's operations were not significant
during the periods presented in the financial statements.
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
Item 4. Submission of Matters to a Vote of Security Holders
___________________________________________________
The Company held its Annual Meeting of Stockholders on May 16, 1996, at
which time the following four matters were submitted to a vote of security
holders:
Election of Directors
_____________________
Six directors, constituting the entire Board of Directors, were nominated
for election by the stockholders, to serve until the 1997 Annual Meeting
of Stockholders or until their respective successors are duly elected
and qualified. The following represents the votes cast for each director:
Director For Withheld
________ ________ ________
Harvey J. Wertheim 14,347,174 113,742
Walter W. Macauley 14,345,674 115,242
Louis M. Aledort, M.D. 14,377,794 83,122
Leonard Gubar 14,325,221 135,695
Ira Kleinman 14,354,334 106,582
Laurence Kramer 14,378,774 82,142
Approval of Appointment of Independent Auditors
________________________________________________
The Board of Directors appointed Coopers & Lybrand L.L.P. as independent
auditors of the Company to audit its consolidated financial statements
for the year ended December 31, 1996. The following represents the votes
cast to approve the appointment:
For 14,447,563
Against 9,380
Abstained 3,973
Approval of Amendment to 1993 Stock Option and Performance Award Plan
_____________________________________________________________________
The following represents votes cast to approve an amendment to the
Company's 1993 Stock Option and Performance Award Plan increasing the
number of shares authorized for issuance by 1,000,000 from 1,708,064 to
2,708,064:
For 9,204,073
Against 3,527,976
Abstain 326,734
Non-Vote 1,402,133
Approval of Amendment of Restated Certificate of Incorporation
______________________________________________________________
The following represents the votes cast to approve an amendment of the
Company's Restated Certificate of Incorporation increasing the number
of authorized shares of it's $.01 par value common stock by 25,000,000
to 50,000,000.
For 13,979,917
Against 467,556
Abstain 13,443
Item 6. Exhibits and Reports on Form 8-K
________________________________
a) Exhibit No. Description
___________ ___________
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
b) Since April 1, 1996, the Company has filed the following Reports
on Form 8-K with the Securities and Exchange Commission:
Date of Report Explanation
______________ ___________
April 1, 1996 Press release reporting the acquisition of
American Computer Professionals, Inc.
April 24, 1996 Press release reporting results of operations for
the three months ended March 31, 1996 and 1995.
April 30, 1996 Press release reporting the acquisitions of
CenCor and Richard Michael.
May 1, 1996 Combined Financial Statements of Management
Search, Inc. and Subsidiary and Affiliate as of
December 31, 1995 and 1994 and for the nine
months then ended (Unaudited).
Combined Financial Statements of Management
Search, Inc. and Subsidiary and Affiliate as of
March 31, 1995 and 1994 and for the years then
ended (Audited).
Combined Financial Statements of Century
Temporary Services, Inc. (d.b.a. CenCor Temporary
Services) and Grant Management Company (d.b.a.
Le-Gals) as of December 31, 1995 and 1994 and for
the years then ended (Audited).
Unaudited Pro Forma Financial Information as
follows:
Pro forma Combined Balance Sheet as of
December 31, 1995.
Pro forma Combined Statements of Income for
the year ended June 30, 1995 and the six
months ended December 31, 1995.
May 21, 1996 Press release reporting the acquisition of WHY
Systems, Inc.
June 24, 1996 Press release reporting the acquisition of Dial A
Temporary.
July 24, 1996 Press release reporting the results of operations
for the three and six months ended June 30, 1996
and 1995.
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
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.
CAREER HORIZONS, INC.
_________________________
Registrant
Date: July 25, 1996 /s/ Michael T. Druckman
________________ __________________________
Michael T. Druckman
Senior Vice President,
Treasurer and Asst. Secretary
(Principal Financial and
Accounting Officer)
<PAGE>
CAREER HORIZONS, INC. and SUBSIDIARIES
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
___________ ____________
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
CAREER HORIZONS, INC. and SUBSIDIARIES EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
Three Months Six Months
Ended June 30, Ended June 30,
___________________ ___________________
1996 1995 1996 1995
_______ _______ _______ _______
Net income $4,782,000 $2,720,000 $7,314,000 $3,644,000
Add: Interest expense on
7% Convertible
Senior Notes Due 2002,
net of taxes 935,000 --- 1,869,000 ---
__________ __________ __________ __________
Net income - "if converted" $5,717,000 $2,720,000 $9,183,000 $3,644,000
========== ========== ========== ==========
Shares outstanding (1):
Weighted average number of
common shares outstanding 17,638,306 11,922,898 15,809,920 11,862,952
Additional shares assuming
exercise of employee
stock options 642,848 419,276 606,897 466,692
__________ __________ __________ __________
Weighted average number of
common shares outstanding
- primary earnings per
share 18,281,154 12,342,174 16,416,817 12,329,644
Incremental shares deemed
outstanding based upon period
ending fair market value:
employee stock options 10,377 --- 67,069 1,868
Add: Deemed conversion of
7% Convertible Senior
Notes Due 2002 4,968,318 --- 4,968,318 ---
__________ __________ __________ __________
Weighted average number of
common shares outstanding
- fully diluted earnings
per share 23,259,849 12,342,174 21,452,204 12,331,512
========== ========== ========== ==========
Income per common share:
Primary $.26 $.22 $.45 $.30
==== ==== ==== ====
Fully Diluted $.25 $.22 $.43 $.30
==== ==== ==== ====
(1) Restated for the Company's two-for-one stock split effective
February 22, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Unaudited
Condensed Consolidated Balance Sheets, Statements of Income and Statements of
Cash Flows 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> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 79,531
<SECURITIES> 0
<RECEIVABLES> 127,483
<ALLOWANCES> 4,654
<INVENTORY> 0
<CURRENT-ASSETS> 216,192
<PP&E> 7,602
<DEPRECIATION> 0
<TOTAL-ASSETS> 344,275
<CURRENT-LIABILITIES> 66,710
<BONDS> 86,250
0
0
<COMMON> 177
<OTHER-SE> 191,098
<TOTAL-LIABILITY-AND-EQUITY> 344,275
<SALES> 275,851
<TOTAL-REVENUES> 275,851
<CGS> 210,233
<TOTAL-COSTS> 210,233
<OTHER-EXPENSES> 51,146
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,802
<INCOME-PRETAX> 11,892
<INCOME-TAX> 4,578
<INCOME-CONTINUING> 7,314
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,314
<EPS-PRIMARY> .45
<EPS-DILUTED> .43
</TABLE>
