<PAGE>
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, 1995
Commission file number: 1-8306
AIR EXPRESS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2074327
(State or Other of Jurisdicion of (I.R.S. Employer Identification No.)
Incorporation or Organization)
120 Tokeneke Road, Darien, Connecticut 06820
(203) 655-7900
(Address of, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
NONE
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 3 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
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date (applicable only to
corporate registrants). The number of shares of common stock outstanding as of
November 8, 1995 was 18,574,458.
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
September 1995 Form 10-Q Quarterly Report
Table of Contents
Part I - Financial Information
Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as at
September 30, 1995 and December 31, 1994 2
Condensed Consolidated Statements of Operations -
three months and nine months ended September 30, 1995
and 1994......................................... 3
Consolidated Statements of Cash Flows -
nine months ended September 30, 1995 and 1994..... 4
Notes to Condensed Consolidated Financial
Statements........................................ 5
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations............. 8
Part II - Other Information
Item 1. Legal Proceedings.................................... 11
Item 6. Exhibits and Reports on Form 8-K.................... 11
<PAGE>
Page 2
<TABLE>
<CAPTION>
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Sept 30, 1995 Dec 31, 1994
(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents .......................... $ 50,424 $ 44,168
Accounts receivable, (less allowance for
doubtful accounts of $3,953 and $3,290) ........... 256,335 206,012
Other current assets ............................... 5,771 2,938
Total current assets ............................ 312,530 253,118
Investment in unconsolidated affiliates .............. 11,408 9,370
Marketable securities ................................ -- 19,961
Property, plant and equipment (less accumulated
depreciation and amortization of $42,037
and $37,057) ....................................... 55,504 39,599
Deposits and other assets ............................ 8,982 6,957
Goodwill (less accumulated amortization
of$7,747 and $6,403) ................................. 79,467 51,929
Total assets .................................... $ 467,891 $ 380,934
Liabilities and Stockholders' Investment
Current Liabilities:
Current portion of long-term debt .................. $ 2,650 $ 2,029
Bank overdrafts payable ............................ 1,234 1,399
Transportation payables ............................ 133,624 101,657
Accounts payable ................................... 47,212 34,087
Accrued liabilities ................................ 42,404 43,988
Income taxes payable ............................... 11,550 10,991
Total current liabilities ....................... 238,674 194,151
Long-term debt ..................................... 84,770 83,992
Other liabilities .................................. 3,678 3,441
Total liabilities ............................... 327,122 281,584
Stockholders' Investment:
Capital stock-
Preferred (authorized 1,000,000 shares,
none outstanding) ................................. -- --
Common, $.01 par value (authorized 40,000,000
shares, issued 18,568,833 and 19,620,526 shares) .. 186 196
Capital surplus .................................... 60,054 41,998
Cumulative translation adjustments ................. (11,688) (11,442)
Retained earnings .................................. 92,217 108,600
140,769 139,352
Less: 2,184,208 shares of treasury stock
at cost (See Note H) ............................... -- (40,002)
Total stockholders' investment ..................... 140,769 99,350
Total liabilities and stockholders' investment ..... $ 467,891 $ 380,934
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
Page 3
<TABLE>
<CAPTION>
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except
per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues ................... $ 320,266 $ 258,175 $ 908,693 $ 700,984
Operating expenses:
Transportation ............ 225,121 183,079 642,821 494,103
Terminal .................. 51,663 39,105 143,192 109,234
Selling, general and
administrative ........... 30,905 25,255 88,470 70,638
Operating income ........... 12,577 10,736 34,210 27,009
Other income (expense):
Interest expense, net ..... (1,096) (772) (2,563) (2,484)
Other, net .............. 444 424 1,056 1,396
(652) (348) (1,507) (1,088)
Income before provision
for income taxes .......... 11,925 10,388 32,703 25,921
Provision for income taxes . 4,651 4,078 12,759 9,980
Net income ................. $ 7,274 $ 6,310 $ 19,944 $ 15,941
Income per common share
Primary ................. $ .39 $ .36 $ 1.10 $ .91
Fully diluted ........... $ .36 $ .33 $ 1.03 $ .87
Weighted average number
of common shares (000):
Primary ................. 18,835 17,676 18,182 17,580
Fully diluted ........... 22,173 21,005 21,529 20,964
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Page 4
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Unaudited)
(Dollars in thousands)
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income ........................................... $ 19,944 $ 15,941
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ..................... 5,272 4,126
Amortization of goodwill .......................... 1,405 974
Deferred income taxes ............................. (727) (416)
Undistributed (earnings) losses of affiliates ..... (1,042) (619)
Gain on sales of assets, net ...................... (193) (19)
Other, net ........................................ 767 (38)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable, net ... (16,299) (14,531)
Decrease (increase) in other current assets ....... (1,947) (218)
Increase (decrease) in transportation payables .... 2,904 9,575
Increase (decrease) in accounts payable ........... 9,338 (6,161)
Increase (decrease) in accrued liabilities ........ (12,058) 6,680
Increase (decrease) in income taxes payable ....... 1,100 (130)
Increase (decrease) in other liabilities .......... 119 --
Total adjustments ................................ (11,361) (777)
Net cash provided by operating activities ......... 8,583 15,164
Cash flows from investing activities:
Business acquisitions, net of cash acquired .......... (1,176) (10,345)
Purchase of short-term investments ................... -- (19,961)
Sale of marketable securities ........................ 19,981 --
Gains (losses) from hedging activities ............... (1,533) (874)
Proceeds from sales of assets ........................ 491 234
Capital expenditures ................................. (18,591) (7,438)
Investment in unconsolidated affiliates .............. (346) --
Net cash (used) in investing activities ........... (1,174) (38,384)
Cash flows from financing activities:
Net borrowings (repayments) in bank overdrafts
payable ............................................ (243) --
Additions to long-term debt .......................... 2,976 2,694
Payment of long-term debt ............................ (2,205) (1,401)
Issuance of common stock ............................. 1,343 565
Payment of cash dividends ............................ (2,322) (1,852)
Purchase of treasury stock ........................... (990) (332)
Net cash (used) in financing activities ........... (1,441) (326)
Effect of foreign currency exchange rates on cash ...... 288 990
Net increase (decrease) in cash and cash equivalents ... 6,256 (22,556)
Cash and cash equivalents at beginning of period ....... 44,168 55,063
Cash and cash equivalents at end of period ............. $ 50,424 $ 32,507
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
Page 5
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. The consolidated balance sheet at September 30, 1995, the consolidated
statements of operations for the three-month and nine-month periods ended
September 30, 1995 and 1994, and the consolidated statements of cash flows
for the nine-month periods ended September 30, 1995 and 1994 have been
prepared by the Company without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position, results of
operations, and cash flows for the interim periods have been made. Certain
items in the September 30, 1994 financial statements have been reclassified
to conform to the classification of September 30, 1995.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted. Accordingly, these
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in
the Company's annual report to stockholders for the year ended December 31,
1994. The results of operations for the three and nine month periods ended
September 30, 1995 are not necessarily indicative of the results of
operations expected for the full year ending December 31, 1995.
B. Investments in equity affiliates are recorded using the equity method.
Consolidated net income reflects joint venture profits of $563,000 and
$1,366,000 respectively, for the quarter and nine months ended September
30, 1995, compared with profits of $262,000 and $673,000 for the quarter
and nine months ended September 30, 1994.
C. Interest expense, net is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Interest expense ........... $(1,516) $(1,492) $(4,470) $(4,332)
Interest income ............ 420 720 1,907 1,848
Interest expense, net ...... $(1,096) $ (772) $(2,563) $(2,484)
</TABLE>
<PAGE>
Page 6
D. Other income (expense) is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C>
Foreign exchange
gains, net ................ $ 406 $ 417 $ 841 $1,377
Other, net ................. 38 7 215 19
$ 444 $ 424 $1,056 $1,396
</TABLE>
E. Acquisitions:
On June 8, 1995, the Company acquired Radix Ventures, Inc. (Radix) for $.5
million in cash and 979,887 of the Company's common shares valued at
approximately $23.9 million. Radix, through its 23 U.S. offices, is a
leading provider of customs brokerage services in the United States.
Additionally, Radix provides both airfreight and ocean freight forwarding
services. For its fiscal year ended July 31, 1994, Radix generated
approximately $65 million in revenues. The acquisition has been accounted
for as a purchase. Accordingly, the purchase price has been allocated on
the basis of the estimated fair market value of the assets acquired and the
liabilities assumed. This allocation has resulted in goodwill of
approximately $25.0 million. Radix's results of operations are included in
the consolidated statement of income from the acquisition date forward. The
following unaudited pro forma summary combines the results of the Company
and Radix's results of operations as if the acquisition occurred as of
January 1, 1994. The pro forma information is provided for informational
purposes only. It is based upon historical information and does not
necessarily reflect the actual results that would have occurred nor is it
necessarily indicative of the future results of operations.
<TABLE>
<CAPTION>
Three Months End Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues ........... $323,140 $277,812 $943,603 $755,274
Net income ......... $ 7,174 $ 6,536 $ 20,005 $ 16,075
Income per share:
Primary ......... $ .38 $ .35 $ 1.07 $ .87
Fully diluted ... $ .36 $ .33 $ 1.00 $ .83
</TABLE>
<PAGE>
Page 7
F. Supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Interest and income tax paid:
Interest ............... $ 2,477 $ 2,428 $ 5,186 $ 5,000
Income taxes ........... 3,592 3,338 11,039 9,387
$ 6,069 $ 5,766 $16,225 $14,387
</TABLE>
Non cash investing and financing activities:
In June 1995, as part of the Radix acquisition, the Company issued 979,887
of its common shares valued at approximately $23.9 million. See Note E.
G. Marketable Securities:
During the second quarter of 1995, the Company sold, for a marginal gain,
all of its marketable securities for approximately $19.8 million which
approximated amortized cost. The proceeds from the sale were reinvested in
financial instruments with original maturities of three months or less and
were classified as cash and cash equivalents. The marketable securities
were sold in order to take advantage of the favorable decline in long term
interest rates which occurred during the first six months of 1995.
H. Treasury Stock:
During the third quarter of 1995, the Company's Board of Directors
authorized the retirement of all the outstanding treasury stock as of
September 30, 1995. As a result, 2,225,177 treasury shares were retired at
a cost of $40,992,000. The retirement had the following impact on
Stockholders' investment:
Increase (Decrease)
Stockholders' Investment ($000)
Capital Stock - Common $ (22)
Capital Surplus (7,196)
Retained Earnings (33,774)
Treasury Stock 40,992
Total $ -
<PAGE>
Page 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table shows the consolidated revenues and gross profit
attributable to the Company's airfreight and ocean freight activities and the
Company's consolidated expenses for the quarter and nine months ended September
30, 1995 and 1994. Revenues from customs brokerage and other related services
are included in airfreight revenues. Gross profit is determined by deducting
transportation expenses from revenues.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Airfreight ......................... $274,056 $226,518 $788,490 $621,324
Ocean Freight ...................... 46,210 31,657 120,203 79,660
Total ............................ $320,266 $258,175 $908,693 $700,984
Gross Profit:
Airfreight ......................... $ 84,635 $ 66,555 $237,275 $187,218
Ocean Freight ...................... 10,510 8,541 28,597 19,663
Total ............................ $ 95,145 $ 75,096 $265,872 $206,881
Expenses:
Terminal ......................... $ 51,663 $ 39,105 $143,192 $109,234
Selling, general
and administrative ............. 30,905 25,255 88,470 70,638
Total ............................ $ 82,568 $ 64,360 $231,662 $179,872
Operating Income ................... $ 12,577 $ 10,736 $ 34,210 $ 27,009
</TABLE>
Consolidated revenues for the third quarter and nine months ended September
30, 1995 increased 24.1% or $62.1 million to $320.3 million and 29.6% or $207.8
million to $908.7 million, respectively, over the comparable periods in 1994.
Excluding the favorable effects of foreign exchange translation rates,
consolidated revenues for the third quarter 1995 increased 21.3% or $54.8
million and 25.3% or $177.5 million for the first nine months of 1995.
Airfreight revenues for the third quarter and nine months increased 21.0% to
$274.1 million and 26.9% to $788.5 million, respectively. The increase in
airfreight revenues for both the quarter and nine months was due to increases in
shipments, total weight of cargo shipped and the impact from acquisitions not
included in the comparable 1994 periods. For the quarter, shipments increased
7.1% and the weight of cargo shipped increased 8.0% over the third quarter of
1994. For the nine month period, shipments increased 9.0% and the weight of
cargo shipped increased 20.0% over the first nine months of 1994. Revenues from
the ocean freight operations for the third quarter and nine months increased
46.0% to $46.2
<PAGE>
Page 9
million and 50.9% to $120.2 million, respectively. The increase in ocean freight
revenues for the quarter and nine months was due to increased shipping volumes.
The higher shipping volumes were attributable to increased economic activity and
the impact from acquisitions not included in the comparable 1994 periods.
Gross profit (revenues less transportation expense) for the third quarter
of 1995 increased $20.1 million or 26.7% over the comparable 1994 period to
$95.1 million. For the nine months, gross profit increased $59.0 million or
28.5% over the comparable 1994 period to $265.9 million. Gross margin (gross
profit as a percentage of revenues) increased .6% to 29.7% for the quarter, and
decreased .2% to 29.3% for the nine months when compared to the comparable
periods in 1994. The increase in the third quarter gross margin was due to
slightly improved yields in the airfreight operation along with the higher
margins associated with the increased customs brokerage business related to the
Radix acquisition (See Note E) - gross profit for customs brokerage approximates
revenues. However, competitive pricing pressures and greater weight per shipment
have caused a slight decrease in the gross margin for the nine month period.
Gross profit from airfreight operations for the third quarter of 1995 increased
$18.1 million or 27.2% over the comparable 1994 period to $84.6 million. For the
nine months, gross profit increased $50.1 million or 26.7% over the comparable
1994 period to $237.3 million. Gross profit from ocean freight operations for
the third quarter of 1995 increased $2.0 million or 23.1% over the comparable
1994 period to $10.5 million. For the nine months, ocean freight gross profit
increased $8.9 million or 45.4% over the comparable 1994 period to $28.6
million. The higher gross profit for both airfreight and ocean freight
operations was attributable to increased shipping volumes and the impact of
acquired companies not included in the comparable 1994 periods.
Internal operating expenses (terminal, selling and general and
administrative) increased $18.2 million or 28.3% for the quarter and $51.8
million or 28.8% for the nine month period from the comparable periods in 1994.
These increases were mainly attributable to the additional expenses incurred in
connection with greater shipping volumes and to the inclusion of expenses of
acquired companies not included in the comparable 1994 periods. As a percentage
of revenues, internal operating expenses were 25.8% for the quarter and 25.5%
for the nine months in 1995 as compared to 24.9% and 25.7%, respectively, for
the comparable periods in 1994. The increase, as a percentage of revenues, in
the quarter was mainly attributable to the impact of the Radix acquisition (See
Note E).
Operating income for the third quarter of 1995 increased $1.8 million or
17.1% over the third quarter of 1994. For the nine months, operating income
increased $7.2 million or 26.7% over 1994. The increases in operating income for
the quarter and nine months ended September 30, 1995 were negatively impacted by
approximately $.5 million and $3.3 million, respectively, due to losses
attributable to operations in Germany, South Africa and New Zealand. Turnaround
strategies for these operations have been developed and are being implemented.
<PAGE>
Page 10
Interest expense, net was approximately $.3 million higher for the third
quarter 1995 compared to the third quarter 1994. The increase resulted from
lower interest income due to a reduction in the amount of funds the Company had
invested during the quarter. For the first nine months of 1995, interest
expense, net increased marginally over the comparable 1994 period.
The effective income tax rate of 39.0% for the third quarter of 1995 was
marginally lower compared to the 39.3% rate for the third quarter of 1994. For
the first nine months of 1995, the effective income tax rate increased .5% over
the comparable 1994 period to 39.0%. The increase was mainly due to losses
incurred by certain foreign subsidiaries for which there were no tax benefits
available.
The Financial Accounting Standards Board issued Statement of Financial
Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of". This statement establishes the accounting
standards for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used and for
long-lived assets and certain identifiable intangibles to be disposed of. The
Company believes that this statement, when adopted during the first quarter of
1996, will have no material impact on either its results of operations or
financial position.
Liquidity and Capital Resources
At September 30, 1995, the Company's working capital increased to $73.9
million from $59.0 million at December 31, 1994. The increase was attributable
to the sale of marketable securities and the subsequent reclassification of the
sale proceeds into cash and cash equivalents. See Note G.
In June 1995, the Company acquired all the outstanding shares of Radix for
$.5 million in cash and 979,887 of the Company's common shares. The acquisition
was valued at approximately $23.9 million. See Note E.
Capital expenditures for the nine months ended September 30, 1995 were
$18.6 million compared to $7.4 million for the first nine months of 1994. This
increase was mainly due to the construction costs for the Company's new
warehouse and distribution facility in Singapore. This facility was completed
during the third quarter of 1995. Of the $18.6 million of capital expenditures,
a major portion of the expenditures were for buildings, facility improvements
and data processing equipment.
At September 30, 1995, the Company's foreign subsidiaries maintained
approximately $13.5 million of overdraft facilities with various foreign banks
of which $1.2 million was utilized. During the third quarter of 1995, the
Company allowed its $20.0 million revolving credit facility agreement to expire.
Currently, the Company is negotiating with various financial institutions and
anticipates that a new revolving credit facility agreement will be secured in
either late 1995 or early 1996.
<PAGE>
Page 11
During the second quarter of 1995, the Company's Board of Directors
authorized a 25% increase in the quarterly cash dividend from four cents ($.04)
to five cents ($.05) per share. This increase represents the fourth time the
Board of Directors has increased the dividend since the Company reinstated the
payment of dividends in 1991.
During the third quarter of 1995, the Company's Board of Directors
authorized the purchase, from time to time in the open market, of up to one
million shares of the Company's common stock. As of September 30, 1995, no
shares had been purchased under this authorization.
Management believes the Company's available cash and sources of credit,
together with expected future cash generated from operations, will be sufficient
to satisfy its anticipated needs for working capital, capital expenditures,
dividends, and future business acquisitions.
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
The Company believes that there are no legal proceedings, other than ordinary
routine litigation incidental to the business of the Company, to which the
Company or any of its subsidiaries is a party. Management is of the opinion that
the ultimate outcome of existing legal proceedings, if adverse, would not have a
material effect on the Company's consolidated financial position.
Item 6. - Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit 11 - Computation of Earnings per Common Share.
Exhibit 27 - Financial Data Schedule.
b) Reports on Form 8-K:
None
<PAGE>
Page 12
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 thereunto duly authorized.
Air Express International Corporation
(Registrant)
Date: November 13, 1995 /s/ Dennis M. Dolan
Dennis M. Dolan
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 13, 1995 /s/ Walter L. McMaster
Walter L. McMaster
Vice President - Controller
(Principal Accounting Officer)
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(Unaudited)
(In thousands, except
per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Primary:
Net income applicable to
common shares ......................... $ 7,274 $ 6,310 $19,944 $15,941
Weighted average of common
shares outstanding ................. 18,507 17,406 17,885 17,372
Common shares issuable on
exercise of stock options .......... 328 270 297 208
Average common shares out-
standing ........................... 18,835 17,676 18,182 17,580
Earnings per common share .......... $ .39 $ .36 $ 1.10 $ .91
Fully diluted:
Weighted average of common
shares outstanding ................. 18,507 17,406 17,885 17,372
Common shares issuable on
exercise of stock options .......... 374 307 352 300
Common shares issuable upon
assumed conversion of subor-
dinated debentures ................. 3,292 3,292 3,292 3,292
Average common shares out-
standing ........................... 22,173 21,005 21,529 20,964
Earnings per common share .......... $ .36 $ .33 $ 1.03 $ .87
<FN>
Primary earnings per share are computed by dividing net income by the weighted
average common and common equivalent shares outstanding during the period. Fully
diluted earnings per share have been calculated assuming the conversion of the
subordinated debentures and the elimination of the associated interest expense,
net of tax. For the quarters ended September 30, 1995 and 1994, the interest
elimination was $.73 million. For the nine months ended September 30, 1995 and
1994, the interest elimination was $2.19 million.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 50,424
<SECURITIES> 0
<RECEIVABLES> 260,288
<ALLOWANCES> 3,953
<INVENTORY> 0
<CURRENT-ASSETS> 312,530
<PP&E> 97,541
<DEPRECIATION> 42,037
<TOTAL-ASSETS> 467,891
<CURRENT-LIABILITIES> 238,674
<BONDS> 84,770
<COMMON> 186
0
0
<OTHER-SE> 152,271
<TOTAL-LIABILITY-AND-EQUITY> 467,891
<SALES> 0
<TOTAL-REVENUES> 908,693
<CGS> 0
<TOTAL-COSTS> 642,821
<OTHER-EXPENSES> 143,192
<LOSS-PROVISION> 927
<INTEREST-EXPENSE> 4,470
<INCOME-PRETAX> 32,703
<INCOME-TAX> 12,759
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,944
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.03
</TABLE>
