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<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 September 30, 1997
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 150
Tampa, Florida 33606
(Address of principal executive offices) (zip-code)
Registrant's telephone number, including area code: (813) 251-1700
______________________________
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 October 31, 1997.
25,279,742 shares of $.01 par value Common Stock
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<PAGE>
PART I --- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENT
ROMAC INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
September December
30 31
1997 1996
------ ------
(unaudited)
<S> <C> <C>
Assets:
Current Assets:
Cash and cash equivalents $ 2,459 $39,555
Short-term investments 1,193 880
Trade receivables, net of allowance for doubtful
accounts of $772 and $617 respectively 31,548 17,061
Notes receivable from franchisees, current 122 193
Receivables from related parties, current 222 100
Deferred tax asset 262 243
Prepaid expenses and other current assets 1,545 1,214
------ ------
Total current assets 37,351 59,246
Note receivable from franchisees, less current portion 72 75
Receivables from related parties, less current portion 1,188 862
Deferred tax asset 206 209
Furniture and equipment, net 9,022 5,346
Goodwill, net of accumulated amortization of
$1,982 and $1,108, respectively 61,618 10,915
Other assets, net 2,703 906
------- -------
Total assets $112,160 $77,559
======= =======
Liabilities and Shareholders' Equity:
Current Liabilities:
Accounts payable and other accrued liabilities $ 2,756 $ 1,723
Accrued payroll costs 7,040 2,976
Bank line of credit 6,070 --
Current portion of notes payable and
capital lease obligations 891 --
Current portion of payables to related parties 4,285 23
Income taxes payable 3,435 304
------ ------
Total current liabilities 24,477 5,026
Notes payable and capital lease obligations,
less current portion 1,276 --
Payables to related parties, less current portion 1,575 --
Other long-term liabilities, less current portion 2,005 1,249
------ ------
Total liabilities 29,333 6,275
Commitment and contingencies -- --
Shareholders' Equity:
Preferred stock, par value $.01; 30,000 shares
authorized, none issued and outstanding -- --
Common stock, par value $.01; 200,000 shares authorized,
24,906 and 24,268 issued, respectively 249 242
Additional paid-in-capital 65,381 61,405
Stock subscriptions receivable -- (13)
Retained earnings 18,122 10,575
Less reacquired stock at cost; 676 shares,
respectively (925) (925)
------ ------
Total shareholders' equity 82,827 71,284
------ ------
Total liabilities and shareholders' equity $112,160 $77,559
======= =======
</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
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September September September September
30 30 30 30
1997 1996 1997 1996
------ ------ ------ ------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net service revenues $45,915 $26,433 $120,507 $64,788
Direct costs of service 27,324 15,064 71,905 36,812
------ ------ ------ ------
Gross profit 18,591 11,369 48,602 27,976
Selling, general and
administrative expenses 13,000 8,575 35,387 21,029
Depreciation and amortization 851 451 2,137 1,226
Other (income) expense (311) (666) (1,374) (1,128)
------ ------ ------ ------
Income before income taxes 5,051 3,009 12,452 6,849
Provision for income taxes 2,010 1,204 4,905 2,731
------ ------ ------ ------
Net income $ 3,041 $ 1,805 $ 7,547 $ 4,118
======= ======= ======= =======
Net income per share-Primary $0.12 $0.07 $0.29 $0.18
===== ===== ===== =====
Weighted average shares
outstanding-Primary 26,328 25,425 25,670 22,821
======= ======= ======= =======
Net income per share-
Fully Diluted $0.12 $0.07 $0.29 $0.18
===== ===== ===== =====
Weighted average shares
outstanding-Fully Diluted 26526 25,603 25,834 22,964
======= ======= ======= =======
</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 NINE MONTHS ENDED SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Shares Amounts
<S> <C> <C>
COMMON STOCK:
Balance at December 31, 1996 24,268 $ 242
Exercise of stock options 638 7
------ ------
Balance at September 30, 1997 24,906 $ 249
====== ======
ADDITIONAL PAID-IN CAPITAL:
Balance at December 31, 1996 $61,405
Exercise of stock options 2,613
Tax benefit related to employee
stock options 1,363
------
Balance at September 30, 1997 $65,381
=======
STOCK SUBSCRIPTIONS RECEIVABLE:
Balance at December 31, 1996 $ (13)
Payments 13
------
Balance at September 30, 1997 $ (-)
=======
RETAINED EARNINGS:
Balance at December 31, 1996 $10,575
Net income 7,547
------
Balance at September 30, 1997 $18,122
=======
REAQUIRED STOCK:
Balance at December 31, 1996 $ (925)
------
Balance at September 30, 1997 $ (925)
=======
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
3
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<PAGE>
ROMAC INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September September
30 30
1997 1996
------ ------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,547 $ 4,118
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,137 1,226
Provision for losses on accounts and
notes receivable 409 (96)
Deferred tax asset (16)
(Increase) decrease in operating assets:
Trade receivables, net (14,896) (8,649)
Notes receivable from franchisees, current 71 (128)
Prepaid expenses and other current assets (331) (981)
Notes receivable from franchisees,
less current portion 3 (61)
Other assets, net (1,797) (259)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued
liabilities 1,033 705
Accrued payroll costs 4,064 1,996
Income taxes payable 4,494 1,335
Other long-term liabilities 756 62
------ ------
Cash (used in) provided by
operating activities 3,474 (732)
Cash flows from investing activities:
Capital expenditures (4,088) (2,890)
Acquisitions (51,576) (11,192)
Payments for the purchase of short-term
investments (3,023) --
Proceeds from the sale of short-term
investments 2,710 7,054
Proceeds from the sale fo fixed assets 1,674 --
------ ------
Cash (used in) provided by
investing activities (54,303) (7,028)
Cash flows from financing activities:
Payments on notes receivable from
stock subscriptions 13 4
Proceeds from bank line of credit 6,070
Payments on notes payable and capital lease
obligations (359) (181)
Payments on payable to related parties -- (6)
Issuance of payables to related parties 5,837 257
Payments on receivables from related parties 56 269
Net proceeds from secondary offering -- 47,305
Issuance of receivables from related parties (504) (519)
Proceeds from exercise of stock options 2,620 461
------ ------
Cash provided by (used in)
financing activities 13,733 47,590
------ ------
Decrease in cash and cash equivalents (37,096) 39,830
Cash and cash equivalents at beginning of period 39,555 620
------ ------
Cash and cash equivalents at end of period $ 2,459 $40,450
======= =======
Supplemental Cash Flows Information
Cash paid during the period for:
Interest $ 45 $ 69
Income Taxes $ 1,495 $ 1,400
Non cash investing and financing activity:
Capital lease transaction $ 2,526 --
</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
SEPTEMBER 30, 1997
(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 or
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, net of credits
and discounts. The Company recognizes flexible revenue based on hours worked
by assigned personnel on a weekly basis. Search Fees 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. Franchise fees were determined based upon a contractual percentage of
the revenue billed by the franchisees. Costs relating to the support of
franchised operations were included in the Company's selling, general and
administrative expenses. The last remaining franchisee and licensee was
terminated at the end of the second quarter of 1997. The Company was the legal
employer of temporary and contract personnel under its licensing agreements,
and accordingly includes revenues and related direct costs of licensed offices
in its net service revenues and direct costs of services, respectively.
Commissions paid to licensees were based upon a percentage of the gross profit
generated, and was included in the Company's direct cost of services. Reserves
are established to estimate losses due to placed candidates not remaining in
employment for the Company's guarantee period, typically 90 days.
Cash and Cash Equivalents. The Company classifies all highly-liquid
investments with an initial maturity of three months or less as cash
equivalents.
Income Taxes. The Company accounts for income taxes under the principles of
Statement ofFianacial Accounting Standards No. 109 "Accounting for Income
Taxes" ("SFAS 109"). SFAS 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. The tax effects of deductions
attributable to employees' disqualifying dispositions of shares obtained from
incentive stock options were reflected in additional paid-in capital.
Earnings Per Share. In March 1997, Statement of Financial Accounting
Standards No. 128 "Earnings Per Share" ("SFAS 128") was issued which requires
disclosure of basic earnings per share and modifies existing guidance for
computing fully dilulted earnings per share. Under the new standard, basic
earnings per share is computed as earnings divided by weighted average shares
excluding the dilutive effects of stock options and other potentially
dilutive securities. The effective date of SFAS 128 is for periods ending
after December 15, 1997 and early adoption is not permitted. The pro forma
impact of adoption of SFAS 128 had no material impact on the period ended
September 30, 1997, however the Company expects that this pronouncement could
have a material impact on Earnings Per Share for the year ended December 31,
1997. The financial statements have been adjusted to reflect the two for one
stock split effected as a 100% stock dividend effective October 3, 1997.
Note B---Acquisitions
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 Uni*Quality Solutions
Inc. ("UQ) (September 1997) and Sequent Associates, Inc. (Sequent")
(September 1997) had occurred as of January 1, 1997 and 1996 respectively.
Nine Months Ended
September September
30 30
1997 1996
(unaudited) (unaudited)
Pro forma net service revenues $149,075 $ 91,335
Pro forma gross profit 55,914 34,544
Pro forma income before income taxes 12,700 7,635
Pro forma net income 7,620 4,581
Pro forma net income per share - Primary $.30 $.20
Pro forma weighted average shares outstanding
Primary 25,670 22,821
Pro forma net income per share - Fully Diluted $.29 $.20
Pro forma weighted average shares outstanding
Fully Diluted 25,834 22,964
5
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements,
particularly with respect to the Liquidity and Capital Resources section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Additional written or oral forward-looking statements may be made
by the Company from time to time, in filings with the Securities and Exchange
Commission or otherwise. Such forward-looking statements are within the
meaning of that term in Section 27A of the Securities Act of 1933 (the
"Securities Act') and Section 21 E of the Securities Exchange Act of 1934
(the "Exchange Act"). Such statements may include, but not be limited to,
projections of revenue, income, losses, cash flows, capital expenditures,
plans for future operations, financing needs or plans, plans relating to
products or services of the Company, estimates concerning the effects of
litigation or other disputes, as well as assumptions to any of the foregoing.
Forward-Looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted. Future events and actual results could
differ materially from those set forth in or underlying the forward-looking
statements.
Results of Operations for each of the Three and Nine Months Ended September
30, 1997 and 1996.
Revenues. Net service revenues increased 73.9% and 86.0% respectively,
to $45.9 million and $120.5 million for the three and nine month periods ending
September 30, 1997 as compared to $26.4 million and $64.8 million for the same
periods in 1996. These increases were comprised of a $17.9 million and
$50.0 million increase in Flexible Billings (Professional Temporary and
Contract Services revenues combined) and a $1.5 million and $5.8 million
increase in Search Services for the three and nine month periods ending
September 30, 1997, as described below.
Flexible billings increased 84.8% and 97.1%, respectively, to $39.0 million
and $101.5 million for the three and nine month periods ending September 30,
1997 as compared to $21.1 million and $51.5 million for the same periods in
1996. This increase is a result of an increase in the number of hours billed
by Company-owned operations as compared to the same periods in 1996. The
average hourly bill rate for the three and nine months period ended September
30, 1997 increased to $36.5 and $34.5 from $29.2 and $27.5 for the three
and nine month periods ended September 30, 1996 due to the mix of contract
business as a percentage of total flexible billings. In addition, the
Company's Emerging Technologies initiative increased its bill rates 24.0%
and 23.3% for the three and nine month periods ended September 30, 1997
compared to the same periods in 1996 as the demand for these highly skilled
knowledge workers continues to build.
Search services increased 27.8% and 43.6%, respectively, to $6.9 million and
$19.1 million for the three and nine month periods ended September 30, 1997
compared to $5.4 million and $13.3 million for the same periods in 1996.
The increase resulted primarily from an increase in the number of search sales
consultants, which increased the number of search placements made during the
three and nine month periods ending September 30, 1997 as compared to the same
periods in 1996. The average fee for each search placement made during the
periods remained relatively constant.
The Company from time to time experiences fluctuations in its monthly
revenues in its operations. For example, July results for Information
Technology Services showed no improvement over the previous month, but that
segment has since returned to historical growth rates.
6
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<PAGE>
Gross Profit. Gross profit increased 63.2% and 73.6% respectively, to $18.6
million and $48.6 million for the three and nine month periods ending September
30, 1997 as compared to $11.4 million and $28.0 million for the same periods
in 1996. Gross profit as a percentage of net service revenues decreased to
40.5% and 40.3% respectively, for the three and nine month periods ending
Septebmer 30, 1997 as compared to 43.2% for the same periods in 1996. This
decrease was a result of the continuing change in the Company's business mix
whereby revenues from Flexible Billings, traditionally lower gross margins than
Search services, increased to 84.8% and 97.1% of the Company's total revenues
for the three and nine month periods ending September 30, 1997 as compared to
79.9% and 79.5% for the same periods in 1996.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased 51.2% and 68.6% respectively, to $13.0 million
and $35.4 million for the three and nine month periods ended September 30, 1997
as compared to $8.6 million and $21.0 million for the same periods in 1996.
Selling, general and administrative expenses as a percentage of net service
revenues decreased to 28.3% and 29.4% respectively, for the three and nine
month periods ended September 30 1997 compared to 32.6% and 32.4% for the same
period in 1996. This decrease in selling, general and administrative expense as
a percentageof 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 88.7% and 75.0% respectively, to approximately $851,000 and
$2.1 million for the three and nine month periods ended September 30, 1997
compared to approximately $451,000 and $1.2 million for the same periods in
1996. Depreciation and amortization expense as a percentage of net service
revenues increased to 1.9% for the three month period ended September 30, 1997
and decreased to 1.7% for the nine month period ended September 30, 1997 as
compared to 1.7% and 1.9% for the same periods in 1996. The increase as a
percentage of net service revenues in the three months ended September 30, 1997
as compared to 1996 is due to the goodwill amortization of the 1997
acquititions of UQ Solutions, Inc, Sequent Associates, Inc, Career
Enhancement International, and Professional Application Resources in 1997.
The decrease as a percentage of net service revenues for the nine months
ended September 30, 1997 as compared to the same period in 1996 is due to a
change in accounting estimate of the amortization period for goodwill related
to certain acquisitions from 15 to 30 years.
Other (income) expense. Other (income) expense decreased 53.3% for the three
months ended September 30, 1997 compared to the same period in 1996 and it
increased 27.3% for the nine months ended September 30, 1997 compared to the
same period in 1996 to approximately $311,000 and $1.4 million for the three and
nine month periods ended September 30, 1997 compared to approximately $666.000
and $1.1 million, respectively for the same periods in 1996. The decrease in
other income during the three months ended September 30, 1997 was due to a
decrease in interest income from short-term investments used to finance
acquisitions as well as interest expense from the Revolving Line of Credit and
equipment leases. The increase during the nine months ended September 30, 1997
compared to the same period in 1996 is due to interest earned on the investment
of the proceeds from the May 1996 secondary offering.
Income Before Taxes. Income before taxes increased 70.0% and 83.8%
respectively, to $5.1 million and $12.5 million for the three and nine month
periods ended September 30, 1997 as compared to $3.0 million and $6.8 million
for the same periods in 1996, primarily as a result of the above factors.
Provision For Income Taxes. Provision for income taxes increased 66.7% and
81.5%, respectively, to $2.0 million and $4.9 million for the three and nine
month periods ended September 30, 1997 compared to $1.2 million and $2.7
million for the same periods in 1996. The effective tax rate was 39.8% and
39.4% for the three and nine month periods ended September 30, 1997 compared
to approximately 40.0% for all periods in 1996.
Net Income. Net income increased 66.7% and 82.9% respectively to $3.0 million
and $7.5 million for the three and nine month periods ended September 30, 1997
compared to $1.8 million and $4.1 million for the same periods in 1996. These
increases were due to the revenue increases discussed above offset by a decrease
in the gross profit as a percentage of net service revenues due to the
continuing change in the business mix towards flexible billings which has
traditionally lower gross margins and a decrease in selling, general and
administrative expenses as a percentage of net service revenues (although
selling, general and administrative expenses increased in absolute dollars)
due to econimies of scale gained from a larger revenue base.
Liquidity and Capital Resources
As of September 30, 1997 the Company's sources of liquidity included
approximately $2.5 million in cash and cash equivalents, approximately $1.2
million in short-term investments, and approximately $12.4 million in additional
net working capital. In addition, as of September 30, 1997, $6.1 million was
outstanding on the Company's line of credit and $23.9 million was available for
borrowing under the Company's line of credit. The Company entered into a new
Revolving Line of Credit Loan Agreement with Nationsbank, N.A. (the "Line of
Credit") during September 1997. The Line of Credit expires on March 31, 2000
and amounts outstanding under the line of credit accrue interest at an annual
rate equal to 65 basis points above the 90-day London Interbank Offering
interest rate ("LIBOR"). As of September 30, 1997, the interest rate on the
Line of Credit was 6.42%. The borrowings under the Line of Credit were
primarily used for the acquisition of Sequent Associates, Inc.
On November 6, 1997, the Company received $76.0 million from the proceeds
net of a common stock offering a portion of which was utilized to repay the
indebtedness outstanding under the Line of Credit. The Company intends to
use the remaining portion of the net proceeds for general corporate purposes,
including possible acquisitions, expansion of the Company's operations and
certain capital expenditures related to the Company's expansion. Pending such
uses, the net proceeds will be invested in short term, investment grade
securities, certificates of deposit, or direct or guaranteed obligations of
the United States government.
8
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<PAGE>
During the first nine months of 1997, cash flow provided by operations was
approximately $3.5 million, resulting primarily from net income, non-cash
expenses (depreciation and amortization) and increases in operating payroll
liabilities, offset by an increase in accounts receivable. The increase in
accounts receivable reflects the increased volume of business during the
first nine months of 1997 from locations and the initial funding of the
accounts receivable base in acquired operations.
The Company has entered into a letter of intent, dated September 18, 1977
regarding the possible purchase of substantially all of the assets of a company
engaged in the business of providing information technology contract services.
The purchase price is expected to be approximately $3.3 million. The Company
is in the final stages of negotiating a definitive acquisition agreement.
Accordingly, there can be no assurances that this possible acquisition will
be consummated.
During the first nine months of 1997, cash flow used in investing
activities was approximately $54.3 million, resulting primarily from the
Company's use of approximately $51.6 million in cash for acquisitions.
The Company believes that cash flow from operations and borrowings under the
Company's Line of Credit, or other credit facilities that may become avaliable
to the Company in the future will be adequate to meet the working capital
requirements of the Company's current operations for at least the next 12
months. The Company's estimate of the period of time the proceeds of the
November 1997 common stock offering will fund its working capital requirements
is a forward-looking statement that is subject to risks and uncertainities.
Actual results could differ from those indicated as a result of a number of
factors, including the use of such proceeds to fund possible acquisitions.
9
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<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
None
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 September 30, 1997 were as follows:
i) Form 8-K dated September 5, 1997 (filed on September 22, 1997)
regarding Acquisition of Uni*Quality Systems Solutions, Inc.
=============================================================================
<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/ Thomas M Calcaterra
_______________________________________
Thomas M Calcaterra, Chief Financial Officer
and Secretary
Date: November 14, 1997
==============================================================================
<PAGE>
<TABLE> <S> <C>
<PAGE>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 10-Q REPORT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> SEP-30-1997 DEC-31-1996
<CASH> 2,459 39,555
<SECURITIES> 1,193 880
<RECEIVABLES> 31,548 17,678
<ALLOWANCES> 772 617
<INVENTORY> 0 0
<CURRENT-ASSETS> 37,351 59,246
<PP&E> 13,612 8,181
<DEPRECIATION> 4,590 2,834
<TOTAL-ASSETS> 112,160 77,559
<CURRENT-LIABILITIES> 24,477 5,026
<BONDS> 0 0
0 0
0 0
<COMMON> 249 242
<OTHER-SE> 82,578 71,042
<TOTAL-LIABILITY-AND-EQUITY> 112,160 77,559
<SALES> 0 0
<TOTAL-REVENUES> 120,507 94,210
<CGS> 0 0
<TOTAL-COSTS> 71,905 53,839
<OTHER-EXPENSES> (1,374) (350)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 78
<INCOME-PRETAX> 12,452 9,946
<INCOME-TAX> 4,905 3,965
<INCOME-CONTINUING> 7,547 5,981
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 7,547 5,981
<EPS-PRIMARY> .29 .25
<EPS-DILUTED> .29 .25
</TABLE>
