<PAGE> 1
UNITED STATES 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 September 30, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-8664
------
the Harper Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-1740320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
260 Townsend Street,
San Francisco, California 94107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 978-0600
Inapplicable
(Former name, former address and former fiscal year if changed from last
report.)
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
__
At November 11, 1996 the number of shares outstanding of the
registrant's common stock was 15,855,254.
<PAGE> 2
TABLE OF CONTENTS
-----------------
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Financial Statements:
Condensed Consolidated Income
Statements for the three and
nine months ended
September 30, 1996 and 1995 3
Condensed Consolidated Balance Sheets,
September 30, 1996 and December 31, 1995 4
Condensed Consolidated Statements of
Cash Flows for the nine months ended
September 30, 1996 and 1995 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 8
Part II. Other Information
- -------- -----------------
Item 6. Exhibits and Reports on Form 8-K 11
-------
<PAGE> 3
I. FINANCIAL INFORMATION
- ------------------------
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THE HARPER GROUP, INC. AND SUBSIDIARIES
---------------------------------------
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $155,498 $138,279 $434,120 $398,218
Freight
consolidation
costs 91,435 80,767 254,829 234,660
-------- -------- -------- --------
Net revenue 64,063 57,512 179,291 163,558
-------- -------- -------- --------
Other costs
and expenses:
Salaries
and related 33,918 30,628 97,565 87,753
Operating,
selling and
administrative 21,547 19,169 60,641 56,013
-------- -------- -------- --------
Total other costs
and expenses 55,465 49,797 158,206 143,766
-------- -------- -------- --------
Income from
operations 8,598 7,715 21,085 19,792
Other income-net 959 591 3,423 1,859
-------- -------- -------- --------
Income before taxes
on income 9,557 8,306 24,508 21,651
Taxes on income 3,629 3,240 9,460 8,444
-------- -------- -------- --------
Net income $ 5,928 $ 5,066 $ 15,048 $ 13,207
======== ======== ======== ========
Net income
per share $ .37 $ .32 $ .95 $ .82
======== ======== ======== ========
Dividends declared
per share $ - $ - $ .12 $ .11
======== ======== ======== ========
Weighted average
shares outstanding 15,879 15,929 15,904 16,044
======== ======== ======== ========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements
<PAGE> 4
<TABLE>
<CAPTION>
THE HARPER GROUP, INC. AND SUBSIDIARIES
---------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
September 30 December 31
1996 1995
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 35,871 $ 22,439
Short-term investments 1,849 11,299
Accounts receivable, less allowance
(1996: $4,935; 1995: $4,739) 194,251 166,885
Other current assets 8,983 6,741
---------- ----------
Total current assets 240,954 207,364
Property 142,683 130,008
Less accumulated depreciation (62,374) (56,413)
---------- ----------
Property-net 80,309 73,595
Marketable securities 7,240 36,544
Investment in unconsolidated affiliates 33,555 2,971
Other assets 25,704 16,269
---------- ----------
Total assets $ 387,762 $ 336,743
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable to banks $ 16,270 $ 2,898
Accounts payable 130,188 101,313
Accrued liabilities 30,404 30,146
---------- ----------
Total current liabilities 176,862 134,357
Deferred income taxes 6,279 6,877
Long-term notes payable 29,233 30,053
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $1 par: shares
authorized, 1,000,000 - -
Common stock, $1 par: shares
authorized, 40,000,000;
shares issued and outstanding, including
treasury shares:
September 30, 1996, 16,324,954;
December 31, 1995, 16,250,669 21,156 19,956
Treasury Stock, at cost:
September 30, 1996, 469,700 shares;
December 31, 1995, 287,000 shares (8,243) (4,890)
Retained earnings 168,565 155,427
Unrealized change in value of
marketable securities (567) (806)
Cumulative translation adjustments (5,523) (4,231)
---------- ----------
Total stockholders' equity 175,388 165,456
---------- ----------
Total liabilities and stockholders' equity $ 387,762 $ 336,743
========== ==========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements
<PAGE> 5
<TABLE>
<CAPTION>
THE HARPER GROUP, INC. AND SUBSIDIARIES
---------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Nine Months Ended
September 30
---------------------
1996 1995
---- ----
<S> <C> <C>
Operating activities:
Net income $ 15,048 $ 13,207
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 8,114 7,848
Gains on sales of assets (473) (639)
Net effect of changes in working capital 1,466 (5,282)
Other (1,057) (419)
-------- --------
Net cash provided by operating activities 23,098 14,715
-------- --------
Investing activities:
Capital expenditures (15,389) (9,951)
Proceeds from sales of marketable
securities 29,225 4,183
Proceeds from sales of short term
investments 9,725 -
Purchases of marketable securities - (1,220)
Proceeds from sales of fixed assets 2,179 1,849
Acquisitions of businesses (41,267) (2,950)
Other (232) (487)
-------- --------
Net cash used in investing activities (15,759) (8,576)
-------- --------
Financing activities:
Repayment of long-term notes
payable - net (820) (1,301)
Increase in notes payable 13,373 2,931
Payments of dividends (3,729) (3,551)
Purchases of treasury stock (3,353) (4,766)
Proceeds from exercise of stock options 1,007 915
-------- --------
Net cash provided by (used in) financing
activities 6,478 (5,772)
-------- --------
Effect of exchange rate changes on cash (385) (55)
-------- --------
Increase in cash and equivalents 13,432 312
Cash and equivalents at beginning of period 22,439 18,135
-------- --------
Cash and equivalents at end of period $ 35,871 $ 18,447
======== ========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
Note 1 - General
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments (which include
normal recurring accruals) necessary to present fairly the financial
position as of September 30, 1996 and the results of operations and cash
flows for the periods presented in conformity with generally accepted
accounting principles. It is suggested that these unaudited condensed
consolidated financial statements be read in conjunction with the
audited consolidated financial statements and notes thereto included in
the Harper Group, Inc. (the Company) 1995 Annual Report to Stockholders
incorporated by reference in the Company's 1995 Form 10-K, and
Management's Discussion and Analysis of Financial Condition and Results
of Operations included elsewhere in this Form 10-Q.
Note 2 - Federal Tax Litigation
The United States Internal Revenue Service issued a notice of deficiency
with respect to the Company's income tax liabilities for the years ended
1986 and 1987 asserting an aggregate liability for tax of approximately
$7.9 million. The Company subsequently filed a petition in the U.S. Tax
Court contesting all of the asserted deficiency, and made a partial
payment of tax. Settlement negotiations with the Internal Revenue
Service have now been concluded with respect to this matter. Under the
terms of the proposed settlement, the Company would be entitled to
receive a net refund of approximately $300,000. However, there has been
no final settlement because the matter has been held in abeyance pending
resolution of the Company's claimed refund proposals arising out of
certain 1992 write-offs.
The Company is engaged in discussions with the Internal Revenue Service
with respect to federal claimed income tax refunds arising out of the
1992 write-offs involving approximately $9 million of tax. A tentative
agreement has been made on specific issues which would produce a refund
of $4 million. The remaining issues have not been fully resolved, and
it is not possible to predict the extent of potential refunds. At this
time management believes that these remaining issues will have no effect
upon the settlement of the 1986 and 1987 examination.
The Internal Revenue Service has issued a notice of proposed deficiency
with respect to tax years 1988 and 1989 proposing to assert deficiencies
in tax and penalties in the aggregate amount of approximately $9.9
million. The Company has agreed to adjustments that will result in a
deficiency in tax in the amount of approximately $500,000 for 1988 and
has filed a protest with respect to the remaining unagreed proposed
deficiency. Although the matter is still pending before the Internal
Revenue Service Appeals Office, certain issues have already been
favorably resolved and the remaining issues should be concluded by the
end of 1996. Management believes that the ultimate resolution of these
matters will not have a material adverse effect on the Company's
financial position or results of operations.
<PAGE> 7
Note 3 - Business Segment Information
The Company operates in the international freight forwarding industry,
which encompasses air freight forwarding, customs brokerage and other
value added logistics services, as well as ocean freight forwarding.
Certain information regarding the Company's operations by region is
summarized below.
<TABLE>
<CAPTION>
North Far Latin Other Elimi- Consol-
America Europe East America Areas Corporate nations idated
------- ------ ---- ------- ----- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(unaudited, in thousands)
Three months ended September 30, 1996:
Revenue
from
customers $ 89,056 $ 32,386 $ 23,551 $ 3,976 $ 6,529 $ 0 $ 0 $155,498
between
regions 804 750 865 1,074 554 0 (4,047) 0
------- ------- ------- ------ ------ ------- ------- --------
Total
revenue $ 89,860 $ 33,136 $ 24,416 $ 5,050 $ 7,083 $ 0 $ (4,047) $155,498
======= ======= ======= ====== ====== ======= ======= ========
Net
revenue $ 32,993 $ 15,980 $ 6,895 $ 2,698 $ 5,497 $ 0 $ 0 $ 64,063
======= ======= ======= ====== ====== ======= ======= ========
Income
(loss)
from
operat-
ions $ 6,317 $ 2,737 $ 1,752 $ 552 $ 1,004 $ (3,764) $ 0 $ 8,598
======= ======= ======= ====== ====== ======= ======= ========
Three months ended September 30, 1995:
Revenue
from
customers $ 70,824 $ 31,420 $ 26,291 $ 3,628 $ 6,116 $ 0 $ 0 $138,279
Transfers
between
regions 137 482 954 585 650 0 (2,808) 0
------- ------- ------- ------ ------ ------- ------- --------
Total
revenue $ 70,961 $ 31,902 $ 27,245 $ 4,213 $ 6,766 $ 0 $ (2,808) $138,279
======= ======= ======= ====== ====== ======= ======= ========
Net
revenue $ 27,512 $ 16,413 $ 6,193 $ 2,367 $ 5,027 $ 0 $ 0 $ 57,512
======= ======= ======= ====== ====== ======= ======= ========
Income
(loss)
from
operat
- -ions $ 5,107 $ 3,105 $ 1,145 $ 442 $ 963 $ (3,047) $ 0 $ 7,715
======= ======= ======= ====== ====== ======= ======= ========
Nine months ended September 30, 1996:
Revenue
from
customers $242,857 $ 97,070 $ 62,955 $ 12,348 $18,890 $ 0 $ 0 $ 434,120
Transfers
between
regions 2,042 1,964 2,462 2,220 1,491 0 (10,179) 0
------- ------- ------- ------- ------ ------- ------ --------
Total
revenue $244,899 $ 99,034 $ 65,417 $ 14,568 $20,381 $ 0 $(10,179)$ 434,120
======= ======= ======= ======= ====== ======= ======= ========
Net
revenue $ 90,291 $ 46,980 $ 18,810 $ 7,627 $15,583 $ 0 $ 0 $ 179,291
Income ======= ======= ======= ======= ====== ======= ======= ========
(loss)
from
operat
- -ions $ 15,442 $ 7,419 $ 3,966 $ 1,495 $ 2,763 $(10,000) $ 0 $ 21,085
======= ======= ======= ======= ====== ======= ======= ========
Nine months ended September 30, 1995:
Revenue
from
customers $212,377 $ 85,447 $ 70,146 $ 12,886 $17,362 $ 0 $ 0 $ 398,218
Transfers
between
regions 1,843 1,416 2,689 2,004 1,601 0 (9,553) 0
------- ------- ------- ------- ------ ------- ------- --------
Total
revenue $214,220 $ 86,863 $ 72,835 $ 14,890 $18,963 $ 0 $ (9,553)$ 398,218
======= ======= ======= ======= ====== ======= ======= ========
Net
revenue $ 78,462 $ 45,805 $ 17,868 $ 7,237 $14,186 $ 0 $ 0 $ 163,558
======= ======= ======= ======= ====== ======= ======= ========
Income
(loss)
from
operat
- -ions $ 14,780 $ 7,370 $ 2,559 $ 1,582 $ 2,773 $ (9,272) $ 0 $ 19,792
======= ======= ======= ======= ====== ======= ======= ========
</TABLE>
Revenue from transfers between regions represents approximate amounts
that would be charged if the services were provided by an unaffiliated
company. Total regional revenue is reconciled with total consolidated
revenue by eliminating inter-regional revenue. Regional income (loss)
from operations excludes overhead charges.
Note 4 - Acquisitions
In February, 1996 the Company acquired the customer list of
Celadon/Jacky Maeder, Ltd., a US based international freight forwarding
and customs brokerage company. The acquisition was accounted for as a
purchase. The purchase price is contingent upon future net revenues.
The Company made an initial payment of $9.5 million, almost all of which
is recorded as goodwill in Other Assets.
In August, 1996 the Company acquired a 40% equity interest in TDS
Logistics, Inc. (TDS) for $30 million. TDS is the dominant North
American provider of material handling, packaging and consolidation
services for overseas shipping of completely knocked-down vehicles,
which is a means of shipping a controlled inventory of parts for a
specific number of vehicles to be produced in the overseas assembly
plant. The resulting investment is being accounted for on the equity
method.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Form 10-Q contains certain forward-looking statements reflecting
the Company's current expectations that are dependent on certain risks
and uncertainties including but not limited to such factors as market
demand, pricing, risks associated with operations outside of the U.S.,
changing economic conditions, the effect of the Company's accounting
policies and other risk factors detailed in the Company's Form 10-K
filing. There can be no assurances that the Company's actual future
performance will meet such expectations.
The Company's principal services are international air freight
forwarding, ocean freight forwarding, and customs brokerage and other
value added logistics services. The following table shows the revenue
and net revenue, in dollars and percentages, attributable to the
Company's principal services during the periods indicated. Revenue for
air freight and ocean freight consolidations (indirect revenue) includes
the cost of such freight. Revenue for air freight and ocean freight
agency or direct shipments, customs brokerage and import services,
includes fees or commissions for these services. A comparison of net
revenue best measures the relative importance of the Company's principal
services.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
(unaudited, dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
- -------
Air freight
forwarding $ 99,544 64% $ 84,104 61% $ 274,227 63% $ 253,253 64%
Ocean freight
forwarding 25,707 17% 26,207 19% 75,548 17% 68,035 17%
Customs brokerage
and other 30,247 19% 27,968 20% 84,345 20% 76,930 19%
-------- --- -------- --- -------- --- -------- ---
$ 155,498 100% $ 138,279 100% $ 434,120 100% $ 398,218 100%
======== === ======== === ======== === ======== ===
Net Revenue
- -----------
Air freight
forwarding $ 24,832 39% $ 21,366 37% $ 69,444 39% $ 63,620 39%
Ocean freight
forwarding 8,984 14% 8,178 14% 25,502 14% 23,008 14%
Customs brokerage
and other 30,247 47% 27,968 49% 84,345 47% 76,930 47%
-------- --- -------- --- -------- --- -------- ---
$ 64,063 100% $ 57,512 100% $ 179,291 100% $ 163,558 100%
======== === ======== === ======== === ======== ===
</TABLE>
Results of Operations
- ---------------------
Three Months ended September 30, 1996 Vs 1995:
Revenue increased in 1996 by 12% to $155.5 million from $138.3 million
reported in 1995.
Air freight forwarding revenue increased 18% over the prior year,
primarily in North America, Latin America and Europe. These improvements
were due to an increase in the number of shipments, offset by decreases
in the Far East mainly due to reduced volume and lower rates in Hong
Kong.
<PAGE> 9
Ocean freight revenue decreased by 2% due to a decrease in the number of
shipments in Europe.
Customs brokerage and other revenues are generated from customs house
brokerage, warehousing and distribution, import services and other
logistics services. These revenues increased 8% primarily as a result
of an increase in import services revenue as well as a slight increase
in the number of customs entries in all regions. These increases were
partly driven by the acquisition of the customer list of Celadon/Jacky
Maeder, Ltd., a US based international freight forwarder and customs
brokerage company. Warehousing, distribution and value added logistics
services also showed an increase in all geographic regions.
Net revenue increased 11% over the prior year. Air freight forwarding
net revenue increased 16% due to an improvement in yields and an
increase in volumes in North America and Latin America. The Far East
region also showed an improvement in net revenue due to higher yields
even though volume decreased. Net ocean freight forwarding revenue
increased 10% over the prior year as a result of an increase in the
number of shipments in North America, Latin America and the Far East.
Ocean freight margins increased in most regions except for Europe.
Salaries and related costs increased as a result of an increase in the
number of employees hired to serve new customers and due to increased
business from acquisitions.
Operating, selling and administrative expenses increased as a result of
costs related to processing higher transaction volumes and increases in
rent expense on leases from the 1995 sale and leaseback transaction in
the U.S.
Operating income increased by 11% mainly due to the increase in net
revenue. The growth from Northern Asia more than doubled from the same
period in 1995, while most of the other regions also contributed to the
growth. The increase in operating income is offset by the reduction in
Northern Europe and South Pacific.
Other income-net increased due to higher equity earnings reported by our
unconsolidated affiliates, gains on sale of property, and foreign
currency losses on the Japanese Yen in 1995 that did not recur in 1996.
The Company implemented a hedging program for transaction risk in the
latter part of 1995 to minimize the risk of loss. The increase in Other
income-net was reduced by losses from sale of marketable securities.
The proceeds from such sales were used for the acquisition of TDS
Logistics, Inc. and other corporate purposes.
Nine Months ended September 30, 1996 Vs 1995:
Revenue increased in 1996 by 9% to $434.1 million from $398.2 million
reported in 1995.
Air freight forwarding revenue increased 8%, primarily in North America
and Europe. Increases were due to higher volumes in North America, as
well as higher revenue per shipment in Europe and Latin America.
However the increase was offset in part by the decrease in volume and
number of shipments in the Far East, Europe and Latin America.
Ocean revenue increased 11% with strong growth in the number of
shipments in all regions except Europe.
Customs brokerage and other revenue increased 10% as a result of an
increase in import services revenue, increased number of customs entries
as well as an increase in warehousing, distribution, and other revenues
in all regions. These increases were driven by the acquisition of
Celadon/Jacky Maeder, Ltd. as well as increases from existing customers.
Net revenue increased by 10% over the prior year. Air freight net
revenue increased 9% primarily as a result of an improvement in yields.
Ocean net revenue increased 11% with strong growth in the number of
shipments world wide except for Europe, and improved margins in North
America.
<PAGE> 10
Salaries and related costs increased as a result of an increase in the
number of employees primarily due to acquisitions and increased
business.
Operating, selling and administrative expenses increased as a result of
costs related to processing higher transaction volumes and increases in
rent expense on leases from the 1995 sale and leaseback transaction in
the U.S.
Other income-net increased due to lower interest expense in 1996 as a
result of decreased average borrowings, higher equity earnings reported
by our unconsolidated affiliates, lower loss on sale of marketable
securities, and foreign currency losses on the Japanese Yen in 1995 that
did not recur in 1996. The Company implemented a hedging program for
transaction risk in the latter part of 1995 to minimize the risk of
loss. The net increase was offset by a lower gain on sale of property.
Liquidity and Capital Resources
- -------------------------------
Capital expenditures for the nine months ended September 30, 1996 were
$15.4 million. Total anticipated capital expenditures for the year are
expected to be $16 million to $18 million.
In the third quarter the Company repurchased 87,700 shares of its
common stock at a total cost of $ 1.7 million with purchase prices
ranging from $18.81 to $19.00 per share through the stock repurchase
programs approved by the Board of Directors in 1994 and 1995. On a year
to date basis the Company purchased 182,700 shares of its common stock
at a total cost of $3.4 million at prices ranging from $16.75 to $19.87.
Under the current program an additional 30,300 shares can be purchased.
In December 1995, the Company entered into a sale and leaseback
transaction which generated cash proceeds of approximately $15 million.
Portion of the proceeds were used to pay for acquisitions and to reduce
borrowings during the early part of 1996.
The Company acquired certain assets of Celadon/Jacky Maeder, Ltd. in
February, 1996 for a purchase price that is contingent upon future net
revenues of the acquired assets. The Company paid $9.5 million as an
initial payment using proceeds from the sale and leaseback transaction
discussed above. In August, 1996 the Company acquired 40% of the equity
interest in TDS Logistics, Inc. for $30 million. The purchase price was
funded partly from cash generated from operations, the proceeds from
sale of marketable securities and partly from additional borrowings from
banks.
The Company makes significant disbursements on behalf of its customers
for transportation costs and customs duties. The billings to customers
for these disbursements, which are several times the amount of revenue
and fees derived from these transactions, are not recorded as revenue
and expense on the Company's income statement but are combined as
accounts receivable in the balance sheet.
Successful asset management programs developed in 1995 continued to
reduce the Company's investment in working capital in 1996. Management
will continue to emphasize its commitment to working capital management.
Management believes that operating cash flow, the Company's current
financial structure and borrowing capacity will be adequate to fund its
operations, finance capital expenditures and acquisitions, and pay
dividends to stockholders.
<PAGE> 11
II. OTHER INFORMATION
- ----------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(b) Form 8-K:
No reports on Form 8-K were filed during the three months ended
September 30, 1996.
S I G N A T U R E S
-------------------
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.
THE HARPER GROUP, INC.
----------------------
Registrant
Dated: November 13, 1996
/S/ Peter Gibert
------------------------------
Peter Gibert, President and
Chief Executive Officer
/S/ Robert J. Diaz
------------------------------
Robert J. Diaz, Senior Vice President
and Chief Financial Officer
<PAGE> 12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Harper Group Inc., and Subsidiaries - Financial Data Schedule
(in thousands except per share amount)
This schedule contains summary financial information extracted from the
condensed consolidated financial statements from the Company's form 10-Q
for the quarterly period ending September 30, 1996, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<MULTIPLIER> 1000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-1-1996
<PERIOD-END> Sep-30-1996
<CASH> 35871
<SECURITIES> 7240
<RECEIVABLES> 199186
<ALLOWANCES> 4935
<INVENTORY> 0
<CURRENT-ASSETS> 240954
<PP&E> 142683
<DEPRECIATION> 62374
<TOTAL-ASSETS> 387762
<CURRENT-LIABILITIES> 176862
<BONDS> 0
0
0
<COMMON> 12913
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 387762
<SALES> 0
<TOTAL-REVENUES> 434120
<CGS> 0
<TOTAL-COSTS> 254829
<OTHER-EXPENSES> 158206
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 24508
<INCOME-TAX> 9460
<INCOME-CONTINUING> 15048
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15048
<EPS-PRIMARY> .95
<EPS-DILUTED> .95
