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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 (unaudited)	1
Consolidated Statements of Operations for the three and six months ended June 30, 2004 and 2003 (unaudited)	2
Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)	3
Notes to Consolidated Financial Statements (unaudited)	4 - 10
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11 - 19
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	20
ITEM 4. Controls and Procedures	20
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	21
ITEM 4. Submission of Matters to a Vote of Security Holders	21
ITEM 6. Exhibits and Reports on Form 8-K	22
SIGNATURES	23
EXHIBITS	24 – 27

	June 30,	December 31,
	2004	2003
ASSETS
Current assets:
Cash and equivalents	$78,486	$54,970
Restricted cash	3,903	1,672
Accounts receivable, net of allowances for doubtful accounts of $1,693
and $2,019 at June 30, 2004 and December 31, 2003, respectively	33,249	41,836
Unbilled services	24,645	21,347
Prepaid expenses and other current assets	3,423	1,146
Current deferred tax assets	1,660	1,660
Total current assets	145,366	122,631
Property and equipment, net	30,411	31,457
Goodwill	26,644	20,638
Other intangibles, net	2,632	85
Deferred tax assets	5,438	5,438
Other assets	707	459
Total assets	$211,198	$180,708
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capital lease obligations	$9,858	$8,100
Accrued payroll, accounts payable and accrued expenses	35,828	32,105
Current income tax liabilities	14,681	9,165
Client advances and unearned revenue	6,723	4,859
Total current liabilities	67,090	54,229
Capital lease obligations	19,143	18,488
Other non-current liabilities	270	266
Total liabilities	86,503	72,983
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued
and outstanding at June 30, 2004 and December 31, 2003	—	—
Common stock, $.001 par value, 50,000,000 shares authorized; 23,814,590 and
23,094,503 shares issued and outstanding at June 30, 2004 and
December 31, 2003, respectively	24	23
Additional paid-in-capital	164,573	159,359
Deferred compensation	(61)	(85)
Accumulated other comprehensive earnings	122	103
Accumulated deficit	(39,963)	(51,675)
Total stockholders' equity	124,695	107,725
Total liabilities and stockholders' equity	$211,198	$180,708

	1

	For the Three Months		For the Six Months
	Ended June 30,		Ended June 30,
	2004	2003	2004	2003
Revenues	$75,221	$46,239	$145,882		$89,893
Operating expenses:
Cost of services	60,297	37,984	116,607		75,840
Selling, general and administrative expenses	7,299	5,802	13,570		11,234
Restructuring	(264)	--	(264)		--
Gain on sale of real estate	--	(392)	--		(392)
Total operating expenses	67,332	43,394	129,913		86,682
Operating earnings	7,889	2,845	15,969		3,211
Interest expense	(200)	(139)	(381)		(246)
Interest income	142	122	225		226
Earnings from continuing operations before income taxes	7,831	2,828	15,813		3,191
Income tax provision	2,976	1,075	6,009		1,212
Earnings from continuing operations	4,855	1,753	9,804		1,979
Earnings (losses) from discontinued and held for sale operations:
Losses from discontinued operations, net of taxes	--	(2,786)	--		(3,629)
Gains (losses) on disposals of discontinued operations, net of taxes	1,754	(799)	1,908		(1,353)
Net earnings (losses) from discontinued operations	1,754	(3,585)	1,908		(4,982)
Net earnings (losses)	$6,609	$(1,832)	$11,712		$(3,003)
Earnings (losses) per share:
Continuing operations:
Basic	$0.21	$0.08	$0.42		$0.09
Diluted	$0.19	$0.07	$0.39		$0.08
Discontinued operations:
Basic	$0.07	$(0.16)	$0.08		$(0.22)
Diluted	$0.07	$(0.15)	$0.08		$(0.21)
Net earnings (losses):
Basic	$0.28	$(0.08)	$0.50		$(0.13)
Diluted	$0.26	$(0.08)	$0.47		$(0.13)
Weighted average number of common shares outstanding:
Basic	23,546	22,887	23,353		22,889
Diluted	25,297	23,575	24,933		23,381

	2

	For the Six Months Ended June 30,
	2004	2003
Cash flows from operating activities:
Net earnings (losses)	$11,712	$(3,003)
Adjustments to reconcile net earnings (losses) to net cash provided by operating activities:
(Earnings) losses from discontinued operations	(1,908)	4,982
Depreciation	7,544	4,258
Amortization	9	9
Gain on sale of real estate	--	(392)
Stock compensation expense	45	264
Executive share surrender	--	(185)
Changes in assets and liabilities, net of effects from discontinued operations:
Restricted cash	(1,231)	270
Accounts receivable, net	10,575	10,977
Unbilled services	(2,128)	3,250
Prepaid expenses and other current assets	(2,269)	(843)
Accrued payroll, accounts payable and accrued expenses	1,866	(1,943)
Current income tax liabilities	5,516	1,219
Client advances and unearned revenue	1,840	5,110
Other	(269)	501
Net cash provided by operating activities	31,302	24,474
Cash flows from investing activities:
Cash paid for acquisition of Franklin Group, Inc. and Lincoln, Ltd., Inc.	(6,667)	--
Proceeds from disposals of discontinued operations	701	1,202
Proceeds from sale of real estate	--	1,099
Purchases of property and equipment	(2,111)	(1,213)
Proceeds from manufacturers’ rebates on leased vehicles	3,479	--
Net cash (used in) provided by investing activities	(4,598)	1,088
Cash flows from financing activities:
Collateralization of obligations under standby letter of credit	(1,000)	(788)
Repayments of capital lease obligations	(5,026)	(2,287)
Proceeds from exercise of stock options	1,612	3
Net cash used in financing activities	(4,414)	(3,072)
Net cash provided by (used in) discontinued operations	1,207	(3,053)
Effect of exchange rate changes	19	615
Net increase in cash and equivalents	23,516	20,052
Cash and equivalents, beginning of period	54,970	46,059
Cash and equivalents, end of period	$78,486	$66,111
Supplemental disclosures of cash flow information:
Cash paid for interest	$381	$259
Cash paid for income taxes	$682	$284
Supplemental disclosure of non-cash activities: