==============================================================================
<PAGE>
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
/ / 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 0-26058
ROMAC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3264661
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
120 West Hyde Park Place
Suite 200
Tampa, Florida 33606
(Address of principal executive offices) (zip-code)
Registrant's telephone number, including area code: (813) 258-8855
______________________________
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) had 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 June 30, 1996.
11,713,550 shares of $.01 par value Common Stock
==============================================================================
<PAGE>
PART I --- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENT
ROMAC INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------ ------
(unaudited)
<S> <C> <C>
Assets:
Current Assets:
Cash and cash equivalents $43,095,240 $619,766
Short-term investments 97,250 7,903,559
Trade receivables, net of allowance for doubtful
accounts of $525,423 and $623,150, respectively 12,961,802 7,353,790
Notes receivable from franchisees, current 232,060 136,464
Receivables from related parties, current 214,772 186,219
Deferred tax asset 308,374 308,374
Prepaid expenses and other current assets 1,056,900 321,276
---------- ----------
Total current assets 57,966,398 16,829,448
Note receivable from franchisees, less current portion 81,325 20,000
Receivables from related parties, less current portion 560,151 486,513
Deferred tax asset 118,505 118,505
Furniture and equipment, net 3,011,638 2,405,284
Other assets, net 11,870,884 1,091,944
----------- -----------
Total assets $73,608,901 $20,951,694
=========== ===========
Liabilities and Shareholders' Equity:
Current Liabilities:
Accounts payable and other accrued liabilities $583,867 $673,332
Accrued payroll costs 2,689,998 1,457,901
Current portion of notes payable and capital
lease obligations 217,521 208,072
Current portion of payables to related parties 669,807 23,000
Income taxes payable 1,343,032 572,546
--------- ---------
Total current liabilities 5,504,225 2,934,851
Notes payable and capital lease obligations,
less current portion 357,777 494,485
Payables to related parties, less current portion - 5,993
Other long-term liabilities, less current portion 627,091 592,105
--------- ---------
Total liabilities 6,489,093 4,027,434
Commitment and contingencies - -
Shareholders' Equity:
Preferred stock, par value $.01; 15,000,000 shares
authorized, none issued and outstanding - -
Common stock, par value $.01; 15,000,000 shares authorized,
12,051,924 and 9,966,208 issued, respectively 120,519 99,662
Additional paid-in-capital 61,030,137 13,172,415
Stock subscriptions receivable (13,589) (17,589)
Retained earnings 6,907,709 4,594,740
Less reacquired stock at cost; 338,374 shares,
respectively (924,968) (924,968)
---------- ----------
Total shareholders' equity 67,119,808 16,924,260
----------- -----------
Total liabilities and shareholders' equity $73,608,901 $20,951,694
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
1
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<PAGE>
ROMAC INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30 June 30, June 30,
1996 1995 1996 1995
------ ------ ------ ------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net service revenues $21,465,489 $10,051,649 $38,354,762 $19,613,996
Direct costs of service 12,028,765 5,333,689 21,747,558 10,692,758
----------- ----------- ----------- -----------
Gross profit 9,436,724 4,717,960 16,607,204 8,921,238
Selling, general and
administrative expenses 7,082,346 3,750,894 12,454,721 7,113,354
Depreciation and amortization 538,460 128,667 775,224 218,098
Other (income) expense (315,366) 37,101 (462,805) (423,503)
---------- --------- ----------- ----------
Income before income taxes 2,131,284 801,298 3,840,064 2,013,289
Provision for income taxes 843,583 320,520 1,527,095 805,316
---------- -------- ---------- ----------
Net income $1,287,701 $480,778 $2,312,969 $1,207,973
========== ======== ========== ==========
Net income per share - Primary $0.12 $0.06 $0.21 $0.16
===== ===== ===== =====
Weighted average shares
outstanding - Primary 11,181,567 7,537,160 10,759,888 7,649,900
========== ========= ========== =========
Net income per share
- Fully Diluted $0.11 $0.06 $0.21 $0.16
===== ===== ===== =====
Weighted average shares
outstanding - Fully Diluted 11,306,520 7,537,160 10,822,364 7,649,900
========== ========= ========== =========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
2
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<PAGE>
ROMAC INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
<TABLE>
<S> <C>
Common Stock:
Balance at December 31, 1995 $99,662
Exercise of stock options 737
Issuance of common stock 20,120
--------
Balance at June 30, 1996 $120,519
========
Additional Paid-in Capital:
Balance at December 31, 1995 $13,172,415
Exercise of stock options 202,588
Issuance of common stock 47,490,320
Tax benefit related to employee stock options 164,814
-----------
Balance at June 30, 1996 $61,030,137
===========
Stock repurchase obligations:
Balance at December 31, 1995 $ -
-------
Balance at June 30, 1996 $ -
=======
Stock subscriptions receivable:
Balance at December 31, 1995 $(17,589)
Payments on stock subscriptions receivable 4,000
--------
Balance at June 30, 1996 $(13,589)
========
Retained Earnings:
Balance at December 31, 1995 $4,594,740
Net income 2,312,969
----------
Balance at June 30, 1996 $6,907,709
==========
Reacquired stock:
Balance at December 31, 1995 $(924,968)
---------
Balance at June 30, 1996 $(924,968)
=========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
3
=============================================================================
<PAGE>
ROMAC INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
------ ------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $2,312,969 $1,207,973
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 775,224 218,098
Provision for losses on accounts and
notes receivable (97,727) 160,868
(Increase) decrease in operating assets:
Trade receivables, net (5,510,285) (2,319,638)
Notes receivable from franchisees, current (95,596) (88,686)
Prepaid expenses and other current assets (735,624) 440,496
Notes receivable from franchisees,
less current portion (61,325) 40,321
Other assets, net (109,109) (366,503)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities (89,465) (128,878)
Accrued payroll costs 1,232,097 (34,714)
Income taxes payable 935,302 695,085
Other long-term liabilities 34,986 (49,311)
----------- ---------
Cash (used in) provided by
operating activities (1,408,555) (224,889)
Cash flows from investing activities:
Capital expenditures (892,263) (501,583)
Acquisitions (11,159,146) -
Proceeds from the sale of short-term investments 7,806,309 146,496
----------- ---------
Cash (used in) provided by
investing activities (4,245,100) (355,087)
Cash flows from financing activities:
Payments on notes receivable from
stock subscriptions 4,000 18,593
Payments on notes payable (127,259) (68,066)
Payments on payable to related parties (5,993) (47,264)
Issuance of payables to related parties 646,807 -
Payments on receivables from related parties 103,211 20,286
Issuance of receivables from related parties (205,402) (38,951)
Net proceeds from secondary offering 47,510,440 -
Proceeds from exercise of stock options 203,325 -
---------- ---------
Cash provided by (used in)
financing activities 48,129,129 (115,402)
---------- ---------
Increase (Decrease) in cash and cash equivalents 42,475,474 (695,378)
Cash and cash equivalents at beginning of period 619,766 705,144
----------- -------
Cash and cash equivalents at end of period $43,095,240 $9,766
=========== =======
Supplemental Cash Flows Information
Cash paid during the period for:
Interest $46,367 $30,003
Income Taxes $550,000 $108,449
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
4
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<PAGE>
ROMAC INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
Note A --- Summary of Significant Accounting Policies
Principles of Consolidation. The Consolidated Financial Statements
include the accounts of Romac International, Inc. (the "Company") and its
subsidiaries. All material intercompany accounts and transactions have been
eliminated in the consolidated financial statements.
Interim Financial Information. The Consolidated Financial Statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and, in management's opinion, include all
adjustments necessary for a fair statement of results for such interim
periods. Certain information and note disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to SEC rules and
regulations; however, the Company believes that the disclosures made are
adequate to make the information presented not misleading.
Revenue Recognition. Net service revenues consist of sales from
Company-owned and licensed offices, and royalties received from franchised
operations, less credits and discounts. The Company recognizes revenue for
Professional Temporary and Contract Services based on hours worked by
assigned personnel on a weekly basis. Search revenues are recognized in
contingency search engagements upon the successful completion of the
assignment. In a retained search engagement the initial retainer is
recognized upon execution of the agreement, with the balance recognized on
completion of the search. Reserves are established to estimate losses due
to placed candidates not remaining in employment for the Company's guarantee
period, typically 90 days. Franchise fees are determined based upon a
contractual percentage of the revenue billed by franchisees. Costs relating
to the support of franchised operations are included in the Company's
selling, general and administrative expenses. The Company includes revenues
and related direct costs of licensed offices in its net service revenues and
direct costs of services, respectively. Commissions paid to licensees is
based upon a percentage of the gross profit generated, and is included in
the company's direct cost of services.
Cash and Cash Equivalents. The Company classifies all highly-liquid
investments with a maturity of three months or less as cash equivalents.
Income Taxes. The Company accounts for income taxes under the principles of
FAS 109 Accounting for Income Taxes. FAS 109 requires an asset and liability
approach to the recognition of deferred tax assets and liabilities for the
expected future tax consequences of differences between the carrying amounts
and the tax bases of other assets and liabilities.
5
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<PAGE>
Note B --- Acquisitions
On June 18, 1996, the Company completed the acquisition of the fixed assets
and intangible assets of Bayshare, Inc. ("Bayshare"), the former Romac
franchise for the San Francisco area. The purchase price was approximately
$5.0 million and is subject to adjustment upon attainment of certain operating
results.
The following unaudited, pro forma, selected income statement data has been
prepared to reflect the effect on the Company as if the acquisitions (which
were accounted for under the purchase method) of Venture Networks Corporation,
Inc. (January 1, 1996), PCS Group, Inc. (February 5, 1996), Strategic
Outsourcing, Inc. (March 1, 1996), and Bayshare (June 1, 1996) had occurred
as of January 1, 1995.
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
---- ----
(unaudited) (unaudited)
<S> <C> <C>
Pro forma net service revenues $43,975,062 $28,120,151
Pro forma gross profit 19,272,060 13,252,676
Pro forma income before income taxes 4,514,141 2,733,610
Pro forma net income $2,708,485 $1,640,166
========== ==========
Pro forma net income per share - primary $0.25 $0.21
===== =====
Pro forma weighted average shares
outstanding - primary 10,759,888 7,649,900
========== =========
Pro forma net income per share - fully diluted $0.25 $0.21
===== =====
Pro forma weighted average shares
outstanding - fully diluted 10,822,364 7,649,900
========== =========
</TABLE>
6
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations for each of the Three and Six Months Ended June 30,
1996 and 1995.
Revenues. Net service revenues increased 112.9% and 95.9% respectively, to
$21.5 million and $38.4 million for the three and six month periods ending
June 30, 1996 as compared to $10.1 million and $19.6 million for the same
periods in 1995. These increases were primarily as a result of a $7.4
million and $12.6 million increase in revenues from internal Company-owned
operations and a $4.0 million and $5.6 million increase in revenues from
acquired operations for the three and six month periods ending June 30, 1996.
Professional Temporary revenues increased 51.8% and 44.0% respectively, to
$8.5 million and $15.7 million for the three and six month periods ending
June 30, 1996 as compared to $5.6 million and $10.9 million for the same
periods in 1995. These increases were primarily a result of a $2.4 million
and $3.9 million increase in revenues from internal Company-owned operations
and an approximate $511,000 increase in revenues from acquired operations for
the three and six month periods ending June 30, 1996. The increases
attributable to Company-owned operations resulted from an increase in the
number of hours billed during the three and six month periods ended June 30,
1996 as compared to the same periods in 1995. The average hourly bill rate
for Company-owned operations remained relatively consistent for all periods
involved. Contract Services revenues increased 265.2% and 252.4%
respectively, to $8.4 million and $14.8 million for the three and six month
periods ending June 30, 1996 as compared to $2.3 million and $4.2 million for
the same periods in 1995. These increases were primarily a result of a $3.7
million and $6.3 million increase in revenues from internal Company-owned
operations and a $2.5 million and $3.8 increase in revenues from acquired
operations for the three and six month periods ending June 30, 1996. The
increases attributable to Company-owned operations resulted from an increase
in the number of hours billed during the three and six month periods ended
June 30, 1996 as compared to the same periods in 1995. The average hourly
bill rate for Company-owned operations remained relatively consistent for all
periods involved. Search revenues increased 114.3% and 75.6% respectively,
to $4.5 million and $7.9 million for the three and six month periods ending
June 30, 1996 as compared to $2.1 million and $4.5 million for the same
periods in 1995. These increases were primarily a result of a $1.4 million
and $2.4 million increase in revenues from internal Company-owned operations
and a $1.1 million and $1.3 million increase in revenues from acquired
operations for the three and six month periods ending June 30, 1996. The
increase attributable to Company-owned operations resulted primarily from an
increase in the number of Search Division sales consultants, which increased
the number of placements made by the Search Division during the three and
six month periods ending June 30, 1996 as compared to the same periods in
1995. The average fee for each placement made during the periods involved
remained relatively constant.
Franchise and licensee revenues, which are included in the aforementioned
division revenues, were $1.0 million and $1.9 million for the three and six
month periods ending June 30, 1996. These amounts were consistant with the
same periods in 1995.
Gross Profit. Gross profit increased 100.0% and 86.5% respectively, to $9.4
million and $16.6 million for the three and six month periods ending June 30,
1996 as compared to $4.7 million and $8.9 million for the same periods in
1995. Gross profit as a percentage of net service revenues decreased to 43.7%
and 43.2% respectively, for the three and six month periods ending June 30,
1996 as compared to 46.5% and 45.4% for the same periods in 1995. These
decreases were primarily a result of the continuing change in the Company's
business mix whereby revenues from the Contract Services Division,
traditionally lower gross margins than Search and Professional Temporary
division revenues, increase to 39.1% and 38.5% respectively, of the Company's
total revenues for the three and six month periods ended June 30, 1996 as
compared to 22.8% and 21.4% for the same periods in 1995.
7
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<PAGE>
Selling, general and administrative expenses. Selling, general and
administrative expenses increased 86.8% and 76.1% respectively, to $7.1
million and $12.5 million for the three and six month periods ended June 30,
1996 as compared to $3.8 million and $7.1 million for the same periods in
1995. Selling, general and administrative expenses as a percentage of net
service revenues decreased to 33.0% and 32.6% respectively, for the three and
six month periods ended June 30, 1996 as compared to 37.6% and 36.2% for the
same periods in 1995. This decrease in selling, general and administrative
expense as a percentage of net service revenues resulted from greater
operating efficiencies and economies of scale gained from a larger revenue
base.
Depreciation and amortization expense. Depreciation and amortization
expense increased 317.1% and 255.5% respectively, to approximately $538,000
and $775,000 for the three and six month periods ended June 30, 1996 as
compared to approximately $129,000 and $218,000 for the same periods in 1995.
Depreciation and amortization expense as a percentage of net service revenues
increased to 2.5% and 2.0% respectively, for the three and six month periods
ended June 30, 1996 as compared to 1.3% and 1.1% for the same periods in 1995.
These increases were primarily a result of (i) the Company incurred two full
calendar quarters of depreciation expense in 1996 for the approximately $1.2
million of computer and telephone equipment that was purchased in March of
1995; (ii) the Company incurring additional amortization expense for the three
and six month periods ended June 30, 1996 related to goodwill recorded as a
result of the Company's acquisitions during the first six months of 1996; and
(iii) a charge of approximately $200,000 during the three month period ended
June 30, 1996 to writedown certain computer equipment to net realizable value.
Other (income) expense. Other (income) expense increased to approximately
$315,000 of income for the three month period ended June 30, 1996 from
approximately $37,000 of expense for the same period in 1995. This increase
was primarily due to an increase in the amount of termination fees received
as a result of franchise terminations during the periods involved as the
Company received franchise termination income of approximately $155,000 during
the three month period ended June 30, 1996 as compared to $0 during the same
period in 1995. In addition, during the three month period ended June 30,
1996, interest income increased by $169,000 over the same period in 1995 as
the proceeds from the Company's secondary offering were invested beginning
June 4, 1996. Other income remained relatively constant, approximately
$462,000 as compared to $424,000, for the six month periods ended June 30,
1996 and 1995.
Income Before Taxes. Income before taxes increased 162.2% and 90.0%
respectively, to $2.1 million and $3.8 million for the three and six month
periods ended June 30, 1996 as compared to approximately $801,000 and $2.0
million for the same periods in 1995. These increases were primarily a result
of the above described factors.
Income Taxes. The effective tax rate was constant at approximately 40.0%
for all periods involved.
Net Income. Net income increased to $1.3 million and $2.3 million for the
three and six month periods ended June 30, 1996 as compared to approximately
$481,000 and $1.2 million for the same periods in 1995. These increases were
primarily a result of the above described factors.
Liquidity and Capital Resources
As of June 30, 1996 the Company's sources of liquidity included
approximately $43.1 million in cash and cash equivalents, approximately
$100,000 in short-term investments, and approximately $9.3 million in
additional net working capital. In addition, as of June 30, 1996, $5.0
million was available for borrowing under the Company's line of credit.
8
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<PAGE>
During the first six months of 1996, cash flow used by operations was
approximately $1.4 million, resulting primarily from a significant increase
in accounts receivable, partially offset by increased earnings. The increase
in accounts receivable reflects the increased volume of business during the
first six months of 1996 from Company-owned locations and the initial funding
of the accounts receivable base in start-up and acquired operations.
During the first six months of 1996, the Company used approximately $7.8
million in proceeds from the sale of its short-term investments plus an
additional $3.4 million in proceeds from its secondary offering to fund asset
acquisitions of approximately $11.2 million.
On June 4, 1996, the Company received $47.5 million of net proceeds from the
sale of 2,012,000 shares of its common stock in connection with its secondary
offering.
During March 1996, the Company entered into a new unsecured line of credit
agreement with NationsBank, N.A. This agreement provides for up to $5.0
million of working capital to the Company for general corporate purposes.
This agreement matures on March 13, 1997 and bears interest at 150 basis
points above the average rate at which deposits in U.S. dollars were offered
in the London interbank market (LIBOR). The total amount that may be
outstanding under this agreement is limited to specified percentages of
accounts receivable. This agreement contains restrictive covenants, and
requires the maintenance of certain financial ratios. Prior to entering into
this new agreement, the Company terminated its existing line of credit
arrangement.
The Company believes its cash balance, short-term investments and its
available line of credit borrowings will be sufficient to meet its
anticipated cash requirements for the remainder of 1996.
9
===============================================================================
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) April 19, 1996 Annual Meeting of Stockholders of Romac
International, Inc.
(c) 1) To approve the Romac International, Inc. Non-Employee
Director Stock Option Plan; Votes Cast For 2,692,576;
Votes Cast Against 71,840; Votes Abstained 1,125; Votes
Delivered Not Voted 391,159;
2) To amend the Romac International, Inc. Amended and Restated
Incentive Stock Option Plan to increase the number of shares
available to 3,000,000 from 1,534,500; Votes Cast For
2,636,576; Votes Cast Against 126,340; Votes Abstained
2,625; Votes Delivered Not Voted 391,159;
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports:
Current Reports on Form 8-K and Form 8-K/A filed during the quarter
ended June 30, 1996 were as follows:
i) Form 8-K/A dated February 16, 1996 (filed on April 30, 1996)
regarding and including the audited financial statements of PCS
Group, Inc.
ii) Form 8-K/A dated March 4, 1996 (filed on May 9, 1996) regarding
and including the audited financial statements of Strategic
Outsourcing, Inc.
10
=============================================================================
<PAGE>
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 hereunto duly authorized.
ROMAC INTERNATIONAL, INC.
(Registrant)
/s/ Peter Dominici
_______________________________________
Peter Dominici, Chief Financial Officer
Secretary and Treasurer
Date: August 13, 1996
11
==============================================================================
<PAGE>
<TABLE> <S> <C>
<PAGE>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> JUN-30-1996 DEC-31-1995
<CASH> 43,095,240 619,766
<SECURITIES> 97,250 7,903,559
<RECEIVABLES> 13,487,225 7,976,940
<ALLOWANCES> 525,423 623,150
<INVENTORY> 0 0
<CURRENT-ASSETS> 57,966,398 16,829,448
<PP&E> 5,282,979 3,975,118
<DEPRECIATION> 2,271,341 1,569,834
<TOTAL-ASSETS> 73,608,901 20,951,694
<CURRENT-LIABILITIES> 5,504,225 2,934,851
<BONDS> 0 0
0 0
0 0
<COMMON> 120,519 99,662
<OTHER-SE> 66,999,289 16,824,598
<TOTAL-LIABILITY-AND-EQUITY> 73,608,901 20,951,694
<SALES> 0 0
<TOTAL-REVENUES> 38,354,762 45,654,862
<CGS> 0 0
<TOTAL-COSTS> 21,747,558 25,460,019
<OTHER-EXPENSES> (264,011) (489,350)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 47,115 133,033
<INCOME-PRETAX> 3,840,064 5,021,293
<INCOME-TAX> 1,527,095 2,008,497
<INCOME-CONTINUING> 2,312,969 3,012,796
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,312,969 3,012,796
<EPS-PRIMARY> .21 .36
<EPS-DILUTED> .21 .36
</TABLE>
