SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
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: 1-7675
AUDITS & SURVEYS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1809586
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
650 Avenue of the Americas, New York, NY 10011
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (212) 627-9700
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 each of the issuer s classes of common
stock, as of August 10, 1995 was:
Class Number of Shares
Common Stock, $0.01 par value 13,094,755
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC.
INDEX
Part I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
June 30, 1995 and December 31, 1994 2
Condensed Consolidated Statements of Income-
Three Months and Six Months ended June 30, 1995
and July 3 1994 4
Condensed Consolidated Statements of Cash Flows-
Six Months ended June 30, 1995 and July 3, 1994 5
Condensed Consolidated Statement of Stockholder's Equity-
June 30, 1995 6
Notes to Condensed Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Jun. 30, 1995 Dec. 31, 1994
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 0 $ 754,309
Accounts receivable:
Billed 6,199,757 7,413,448
Unbilled 3,858,654 1,947,728
Deferred income taxes - current portion 236,582 195,638
Prepaid expenses and other current assets 1,159,116 1,003,432
Net assets held for sale 2,028,975 0
Total current assets 13,483,084 11,314,555
PROPERTY AND EQUIPMENT:
Furniture and fixtures 371,411 367,660
Equipment 1,801,847 1,566,316
Leasehold improvements 2,742,628 2,729,239
Assets held under capital leases 386,210 222,862
Total 5,302,096 4,886,077
Less accumulated depreciation (2,560,398) (2,361,638)
and amortization
Property and equipment - Net 2,741,698 2,524,439
Receivable from sale of assets 500,000 0
Prepaid pension costs 879,106 0
Due from officers/stockholders 29,074 36,869
Cash surrender value of officers' 327,601 293,270
life insurance
Deferred income taxes 830,720 792,840
Deferred merger costs - 1,112,703
Other assets 1,348,761 403,771
TOTAL $ 20,140,044 $ 16,478,447
See notes to condensed consolidated financial statements.
2<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Jun. 30, 1995 Dec. 31, 1994
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash overdraft $495,305 $ 0
Notes payable - bank 2,500,000
Accounts payable and accrued expenses 4,196,648 2,940,633
Accrued payroll and bonuses 1,813,949 3,432,680
Notes payable to officers/stockholders 894,792 1,500,000
Customer billings in excess of 3,754,150 4,613,145
revenues earned
Income taxes payable 42,766 595,065
Current portion of long-term debt 311,840 366,000
Current portion of capital lease obligations 59,719 44,211
Total current liabilities 14,069,169 13,491,734
Long-term debt, net of current portion 312,500 439,802
Capital lease obligations, 254,514 104,362
net of current portion
Deferred compensation 308,291 292,953
Accrued rent 958,585 963,736
Minority Interest 47,380 54,122
Total liabilities 15,950,439 15,346,709
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
30,000,000 shares authorized;
13,094,744 shares issued at
June 30, 1995; and 10,475,804
shares issued at December 31,1994 130,948 14,286
Additional paid-in capital 2,022,969 333,960
Retained earnings 2,025,870 1,167,656
Cumulative foreign currency
translation adjustment 9,818 (3,846)
Total capital stock 4,189,605 1,512,056
Treasury stock, at cost 0 (380,318)
Total stockholders' equity 4,189,605 1,131,738
TOTAL $20,140,044 $16,478,447
See notes to condensed consolidated financial statements.
3<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended
Jun.30,1995 Jul.3,1994 Jun.30,1995 Jul.3,1994
REVENUES $14,519,055 $10,154,404 $27,831,901 $19,705,325
COSTS AND EXPENSES:
Direct costs 7,595,371 4,201,453 13,953,235 7,572,919
Selling, general and 6,051,252 5,137,663 11,725,038 10,226,482
administrative expenses
Incentive bonuses 285,000 766,278 749,000 1,445,090
Interest expense 103,725 53,180 163,317 102,388
Other (income) - net (135,619) (41,649) (307,182) (161,108)
TOTAL COSTS AND EXPENSES 13,899,729 10,116,925 26,283,408 19,185,771
INCOME FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR INCOME TAXES 619,326 37,479 1,548,493 519,554
PROVISION FOR INCOME TAXES 327,982 173,774 690,279 327,308
NET INCOME $291,344 ($136,295) $858,214 $192,246
NET INCOME (LOSS) PER SHARE $0.02 ($0.01) $0.07 $0.02
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 13,094,755 10,475,804 11,893,800 10,475,804
See notes to condensed consolidated financial statements.
4<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
Jun.30,1995 Jul.3,1994
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $858,214 $192,246
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 276,220 239,032
Loss on asset trade-in 10,271 -
Deferred income taxes (78,824) 53,545
Deferred compensation 15,338 14,980
Amortization of deferred charges 17,122 19,508
Increase in cash surrender value (34,331) 0
of officers' life insurance
Accrued rent (5,151) (238,346)
Minority Interest (6,742) 48,697
Changes in operating assets and liabilities:
Accounts receivable (697,235) (1,459,370)
Prepaid expenses and deferred charges (44,413) 149,081
Net assets held for sale (79,589) 0
Other current assets (38,357) 61,392
Other noncurrent assets (715,339) (124,041)
Income taxes payable (529,094) 271,128
Accounts payable and accrued expenses (16,402) 679,278
Accrued payroll and bonuses (1,618,731) (1,113,402)
Customer billings in excess of revenues earned(858,995) 691,709
Net cash used in operating activities (3,546,038) (514,563)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to officers/stockholders 0 (42,155)
Repayment of loans from officers/stockholders 7,795 0
Repayment of loans from affiliates 0 55,502
Purchases of property and equipment (253,750) (132,459)
Investment in subsidiary 0 12,805
Payment of deferred merger costs (190,068) (51,601)
Cash received from Triangle merger 1,089,794 0
Net cash generated (used) in 653,771 (157,908)
investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings-bank 2,500,000 750,000
Principal payments on notes (605,208) (390,806)
payable-officers/stockholders
Principal payments on long-term debt (181,462) (227,410)
Principal payments on capital lease obligations (84,340) (20,255)
Distribution to stockholders 0 (363,218)
Net cash provided by (used in) 1,628,990 (251,689)
financing activities
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH 13,663 6,530
NET DECREASE IN CASH (1,249,614) (917,630)
CASH, BEGINNING OF PERIOD 754,309 720,081
CASH OVERDRAFT, END OF PERIOD ($495,305) ($197,549)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for: Interest $82,094 $76,478
Income taxes $1,272,876 $0
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Capital lease obligation incurred
for purchase of equipment $250,000 $0
The Company issued common stock in
order to effect the merger with Triangle.
Such stock aggregated $2,234,592 (net of
$1,254,168 of related merger costs).
In conjunction with the acquisition,
liabilities were assumed as follows:
Fair value of assets acquired
(includes $1,089,794 of cash acquired) $2,707,009
Value of common stock issued (net of
$1,254,168 of related merger costs) 2,234,592
Liabilities assumed $472,417
See notes to condensed consolidated financial statements.
5<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
ADDITIONAL
COMMON STOCK PAID-IN RETAINED TREASURY STOCK
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT
BALANCE, 14,075,650 $14,286 $333,960 $1,167,656 3,600,551 $380,318
DECEMBER 31, 1994
Net income 858,214
Effects of (980,895) 116,662 1,689,009 0 (3,600,551) (380,318)
Triangle merger
BALANCE, 13,094,755 $130,948 $2,022,969 $2,025,870 $0 $0
JUNE 30, 1995
See notes to condensed consolidated financial statements.
6<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying financial statements of Audits & Surveys Worldwide,
Inc. ("the Company") include the accounts of Audits and Surveys, Inc.
and subsidiaries ("A&S") for the entire period and the accounts of The
Triangle Corporation ("Triangle") as of March 24, 1995, the effective
date of the merger (the "Merger") described in Note 3.
2. The 1995 and 1994 financial statements have been prepared by the Company
and are unaudited. In the opinion of the Company's management all
adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the financial position, results of operations and cash
flows for the interim periods have been made. Certain information and
footnote disclosures required under generally accepted accounting
principles have been condensed or omitted from the consolidated finan-
cial statements pursuant to the rules and regulations of the Securities
and Exchange Commission. The consolidated financial statements pre-
sented herein should be read in conjunction with the year-end consoli-
dated financial statements and notes thereto included in Triangle's
Annual Report on Form 10-K for the year ended December 31, 1994, and the
historical financial statements and notes thereto of A&S for the year
ended December 31, 1994 included in the Company's Form 8K/A filed with
the Securities and Exchange Commission on May 15, 1995. The results of
operations for the three and six month periods ended June 30, 1995 and
July 3, 1994 are not necessarily indicative of the results to be
expected for any other interim period or for the entire year.
3. Merger
On March 24, 1995, the Company completed the Merger between Triangle and
A&S. In accordance with the terms of the Merger Agreement, each share
of Triangle's common stock outstanding prior to the consummation of the
Merger remained outstanding. Each share of A&S's common stock
outstanding prior to the Merger was exchanged for 1,407.565 shares of
Triangle's common stock. Upon consummation of the Merger, the holders
of Triangle's common stock immediately prior to the Merger owned 20% of
the combined company's common stock and the holders of A&S's common
stock immediately prior to the Merger owned 80% of the combined
company's common stock. For accounting and financial reporting
purposes, the Merger has been treated as a reverse acquisition in
accordance with generally accepted accounting principles, with A&S being
deemed to have acquired Triangle's net assets in return for a 20% equity
interest in A&S. The name of the combined company was changed to Audits
& Surveys Worldwide, Inc. Triangle's results of operations have been
included in the consolidated financial statements of the Company
subsequent to the effective date of the Merger. The purchase price has
been allocated among the fair value of Triangle's net assets acquired.
Any excess purchase price, including approximately $1,254,168 of Merger
7<PAGE>
related expenses has been charged to paid-in capital. Accordingly, no
goodwill has been recorded in connection with this transaction.
The following unaudited pro forma summary presents the consolidated
results of operations as if the Merger had occurred at the beginning of
each period presented and does not purport to be indicative of what
would have occurred had the Merger been completed as of those dates or
of results which may occur in the future.
Six Months Ended
Jun. 30, 1995 Jul. 3, 1994
Revenues $ 27,832,000 $19,582,000
Net Income $ 691,000 $ 187,000
Net income per share $ .05 $ .01
4. Commitments and Contingencies
On March 24, 1995, the Company entered into employment and compensation
agreements with its Chief Executive Officer ("CEO"), its President and
both of its Executive Vice-Presidents. The agreement with the CEO
provides that he will be employed for a period of five years at a base
salary of $350,000 per annum, plus discretionary bonuses as may be
determined by the Board of Directors. At any time after March 24, 1998,
the CEO may elect to terminate his status as a full-time employee and
become a consultant to the Company for the balance of the term of his
employment agreement and receive a consulting fee equal to $175,000 per
annum. The President and two Executive Vice-Presidents have entered
into employment agreements, each for a term of three years at a salary
of $300,000, $250,000, and $195,000 per annum, respectively, as well as
discretionary bonuses as may be determined by the Board of Directors.
On February 6, 1995, the Company entered into a five year agreement with
a supplier whereby the Company will pay $1,500,000 for retail sales data
and other rights as specified in the agreement. In the event of
termination, the amounts owed to the supplier would be prorated based on
the proportion of sales data received during the period prior to
termination. As of June 30, the Company has paid the supplier
$1,000,000. The balance of $500,000 is to be paid at a rate of $100,000
a year over the five year period.
On August 4, 1993, Triangle completed the sale of substantially all of
the assets and properties constituting its mechanics' hand tool,
horseshoe and farrier tool business to Cooper Industries, Inc.
("Cooper"). On February 3, 1995, Triangle was notified by Cooper that
Triangle had allegedly breached certain representations and warranties
made to Cooper in the agreement pertaining to such sale (the "Cooper
Agreement"). The alleged breaches pertained to a representation that
Triangle had no knowledge of the existence of any undisclosed
8<PAGE>
underground storage tanks ("USTs"). In such notice, Cooper advised
Triangle that its damages arising from this breach could be in excess of
$1,000,000, and that Cooper would therefore withhold a deferred payment
of $1,000,000, plus interest, due to Triangle by February 10, 1995 until
the matter was resolved. On March 9, 1995, Mobil Oil Corporation
("Mobil") notified Cooper that Mobil believed the USTs in question were
left from a former Mobil service station operation on the same premises,
and that Mobil would, subject to a reservation of its rights, assume
lead responsibilities for investigative and/or remedial activities at
the site. Based in part upon the receipt of this letter from Mobil,
Cooper paid to Triangle the aforesaid $1,000,000, plus interest, on
March 17, 1995, and notified Triangle that Cooper would hold its claim
against Triangle in abeyance pending final resolution of the matter.
Based upon both Mobil's commitment and the Company's investigation of
the removal and remedial costs likely to be incurred with respect to the
existence of these USTs, the Company does not believe that a payment, if
any, to Cooper by the Company of any damages that may be suffered by
Cooper with respect to the alleged breach would be likely to have a
material effect on the Company's consolidated results of operations or
financial position. Furthermore, the Company believes that it has valid
defenses to any potential Cooper claims.
Triangle's former subsidiary Diamond Tool and Horseshoe Co., now known
as Tri-North, Inc., is one of a large number of third-party defendants
in an action brought by the U.S. Environmental Protection Agency. The
action involves the cleanup of the Arrowhead Refinery Superfund site in
Minnesota and the defendants are seeking the right to reimbursement of a
portion of their costs from the third-party defendants. In prior years,
Triangle expensed $100,000, excluding legal costs, relating to this
action. Any further liability with respect to this action would
constitute an Assumed Liability (as defined) under the terms of the
Cooper Agreement described above. Cooper is obligated to indemnify the
Company against any such liability (including the cost of obtaining a
settlement or consent order releasing the Company from further
liability). However, the final conditional payment due from Cooper of
$500,000 (plus interest thereon) is due when and if the Company obtains
a satisfactory settlement or consent order releasing it from further
liability with respect to this action in accordance with the Cooper
Agreement, and which $500,000 is to be reduced by the amount paid in
obtaining such a settlement or consent order. Notwithstanding the fact
that the Company's maximum exposure from this litigation is therefore in
effect limited to the loss of this $500,000 conditional payment, a range
of possible loss cannot be reasonably estimated. The Company's ultimate
liability in this matter is not, however, expected to have a material
effect on the Company's consolidated results of operations or financial
position.
9
PART II. OTHER INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Comparison of the Three Months and the Six Months ended June 30, 1995 vs. the
Three Months and the Six Months ended July 3, 1994
Results of Operations
As previously reported, on March 24, 1995, the Company completed a merger (the
"Merger") between the former Triangle Corporation ("Triangle") and the former
Audits and Surveys, Inc. ("A&S"). For accounting and financial reporting
purposes, the Merger has been treated as a reverse acquisition in accordance
with generally accepted accounting principles, with A&S being deemed to have
acquired Triangle's assets in return for a 20% equity interest in A&S. The
name of the combined company was changed to Audits & Surveys Worldwide, Inc.
Triangle's results of operations have been included in the consolidated
financial statements of the Company subsequent to the effective date of the
Merger.
Triangle's operations for the period March 24, 1995 to March 31, 1995 were not
significant. For convenience, the acquisition has been recorded, for
accounting purposes, as of March 31, 1995.
Revenues increased in the three months ended June 30, 1995 by approximately
$4,365,000 over the comparable three month period ended July 3, 1994, and
increased by approximately $8,127,000 over the comparative six month period.
Revenues for the three months ended June 30, 1995, from the Company's customer
satisfaction division, increased approximately $1,749,000 over the comparable
period and for the six month period by $3,141,000, primarily as a result of
two major mystery shopping customer satisfaction surveys which had not been
initiated as of July 3, 1994. The Company's international division's revenues
increased by $2,770,000 for the three month period ended June 30, 1995, and by
approximately $2,999,000 in the comparable six month period from 1994 to 1995
because of a major consumer products study which was performed in 1995.
Syndicated revenues from the audit divisions increased by $1,331,000 over the
six month period due to implementation of a new study for a major financial
services client and for services performed on other new syndicated studies
introduced in the past six to nine months.
Direct costs increased approximately $3,394,000 in the three months ended June
30, 1995 compared with three months ended July 3, 1994. For the six month
period, direct costs increased by $6,380,000. The additional direct costs
stem from higher volume in the Company's customer satisfaction, international
and audit divisions. The Company also incurred an increase in direct costs
due to a change in the mix of custom research services provided in the three
and six month periods of 1995 compared with the previous year.
Selling, general and administrative ("SG&A") expenses increased approximately
$914,000 for the three month period ended June 30, 1995 and by $1,499,000 for
the comparable six month period. Approximately $601,000 of the three month
increase and $1,088,000 of the increase over the comparable six month periods
resulted from higher base compensation for several key employees upon
implementation of new compensation agreements and additional salaries of new
personnel related to generation of the increased revenues previously
10<PAGE>
discussed. The Company incurred an increase in professional and consulting
fees of $140,000 over three months and $171,000 over six months ended June 30,
1995 compared with July 3, 1994 primarily due to its transition from a
privately held to publicly held corporation. These costs were not directly
related to the Merger. The Company experienced an increase of $173,000 in
other operational costs over three months and $240,000 over six months. SG&A
expenses as a percentage of revenues decreased from 51% in the second three
months of 1994 to 42% in the comparable three month period of 1995. For the
six month period, SG&A expenses as a percentage of revenues decreased from 52%
to 42%.
Incentive bonuses for the three months ended June 30, 1995 were approximately
$481,000 lower than the same period in 1994. For the comparable six month
period, incentive bonuses were $696,000 lower in 1995 compared to 1994. The
decrease resulted from the implementation of new compensation agreements with
several key employees whereby base salaries were increased (see SG&A above)
and incentive compensation levels were simultaneously decreased.
Liquidity and Capital Resources
Cash flow from operations and borrowings under its credit facilities are the
Company's primary sources of funds. The Company's operating cash flow and
borrowings have been sufficient to provide funds for working capital, capital
expenditures and payment of principal and interest on indebtedness. Working
capital deficiency as of June 30, 1995 was ($586,000) and as of December 31,
1994 was ($2,177,000). The deficiency at December 31, 1994 was primarily due
to unpaid bonuses at year end which are customarily paid during the first
quarter of the subsequent year. The improvement in the Company's working
capital deficiency as of June 30, 1995 is due to the additional working
capital provided as a result of the merger with Triangle and to an increase of
$697,000 in accounts receivable accompanied by a decrease of $859,000 in the
amounts billed to customers prior to revenue recognition on percentage-of-
completion contracts.
The Company generated approximately $654,000 in cash from investing activities
for the six months ended June 30, 1995, as approximately $1,090,000 in cash
received through the Merger was offset by $190,000 in additional costs related
to the Merger. The Company also purchased various production, computer system
and telephone system capital assets for $254,000 in the six month period.
Investing activities for the six months ended July 3, 1994 used approximately
$158,000, primarily due to equipment purchases of $132,000 incurred in the
second quarter of 1994.
During the six months ended June 30, 1995, the Company's financing activities
provided approximately $1,629,000 in cash as short-term borrowings of
$2,500,000 were offset by payments on long-term bank borrowings and on short-
term borrowings from officers of the company. Cash used in financing
activities for the six months ended July 3, 1994 was approximately $252,000 as
short-term borrowings of $750,000 were offset by payments on long-term and
short-term borrowings and by distributions of undistributed S corporation
dividends.
11<PAGE>
The Company was in a cash overdrawn position as of June 30, 1995 of
approximately $495,000 due to a combination of short-term and long-term
payment obligations and the effects of cash requirements related to the
recently completed merger. The Company believes that this condition is a
temporary situation and that its current sources of liquidity and capital
resources remain sufficient to fund its working capital needs and long-term
obligations for the foreseeable future.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K *
a. Exhibits:
27. Financial Data Schedule.
b. Reports on Form 8-K:
The Company has not filed any reports on Form 8-K during the
quarterly period ended June 30, 1995.
----------------------
* There is no instrument defining the right of holders of long-term debt
of the Company or of any of its subsidiaries other than where the total
amount of securities authorized thereunder does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated
basis. In accordance with paragraph (b)(4)(iii) of Item 601 of
Regulation S-K, the Company agrees to furnish to the Securities and
Exchange Commission, upon request, copies of any such instrument.
12<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUDITS & SURVEYS WORLDWIDE, INC.
August 11, 1995 By: /s/ Anthony Timiraos
Date Anthony Timiraos
Executive Vice President-Finance
and Chief Financial Officer
13<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> 12-31-95
<PERIOD-END> 06-30-95
<CASH> (495,305)
<SECURITIES> 0
<RECEIVABLES> 10,207,396
<ALLOWANCES> (148,985)
<INVENTORY> 0
<CURRENT-ASSETS> 13,483,084
<PP&E> 5,302,096
<DEPRECIATION> (2,560,398)
<TOTAL-ASSETS> 20,140,044
<CURRENT-LIABILITIES> 14,069,169
<BONDS> 938,573
<COMMON> 130,948
0
0
<OTHER-SE> 4,058,657
<TOTAL-LIABILITY-AND-EQUITY> 20,140,044
<SALES> 0
<TOTAL-REVENUES> 27,831,901
<CGS> 0
<TOTAL-COSTS> 13,953,235
<OTHER-EXPENSES> 12,454,288
<LOSS-PROVISION> 19,750
<INTEREST-EXPENSE> 163,317
<INCOME-PRETAX> 1,548,493
<INCOME-TAX> 690,279
<INCOME-CONTINUING> 858,214
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 858,214
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
