<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 June 30, 1996
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 Jurisdiction 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 August 12, 1996 was
22,672,038 (Net of 25,807 Treasury Shares).
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
June 1996 Form 10-Q Quarterly Report
Table of Contents
Part I - Financial Information
Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as at
June 30, 1996 and December 31, 1995 ............ 2
Condensed Consolidated Statements of Operations -
three months and six months ended June 30, 1996
and 1995......................................... 3
Consolidated Statements of Cash Flows -
six months ended June 30, 1996 and 1995.......... 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)
June 30, 1996 Dec 31, 1995
(Unaudited)
Assets
Current Assets:
<S> <C> <C>
Cash and cash equivalents ......................... $ 42,370 $ 54,463
Accounts receivable, (less allowance for
doubtful accounts of $4,670 and $4,695) .......... 290,428 268,289
Other current assets .............................. 5,541 4,754
Total current assets ........................ 338,339 327,506
Investment in unconsolidated affiliates .............. 13,142 13,228
Property, plant and equipment (less accumulated
depreciation and amortization of $47,873
and $43,242) ...................................... 58,855 54,149
Deposits and other assets ............................ 14,076 12,999
Goodwill (less accumulated amortization
of $9,285 and $8,269) ............................ 81,108 78,961
Total assets ................................ $ 505,520 $ 486,843
Liabilities and stockholders' investment
Current Liabilities:
Current portion of long-term debt ................. $ 2,880 $ 2,690
Bank overdrafts payable ........................... 1,043 620
Transportation payables ........................... 141,413 149,536
Accounts payable .................................. 47,889 41,625
Accrued liabilities ............................... 49,001 45,556
Income taxes payable .............................. 13,051 10,581
Total current liabilities ................... 255,277 250,608
Long-term debt .................................... 74,815 82,762
Other liabilities ................................. 5,938 5,907
Total liabilities ........................... 336,030 339,277
Stockholders' Investment:
Capital stock-
Preferred (authorized 1,000,000 shares,
none outstanding) ................................ -- --
Common, $.01 par value (authorized 40,000,000
shares, issued 19,713,089 and 18,577,880 shares) . 197 186
Capital surplus ................................... 68,209 60,164
Cumulative translation adjustments ................ (16,357) (12,539)
Retained earnings ................................. 118,072 100,372
170,121 148,183
Less: 25,807 and 25,279 shares of treasury
stock, at cost .................................... (631) (617)
Total stockholders' investment .................... 169,490 147,566
Total liabilities and stockholders' investment .... $ 505,520 $ 486,843
</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 Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues ................... $ 320,660 $ 299,387 $ 615,447 $ 579,349
Operating expenses:
Transportation ........... 214,926 209,474 416,571 408,622
Terminal ................. 55,479 47,902 108,141 91,529
Selling, general and
administrative .......... 34,577 29,642 64,954 58,368
Operating profit ........... 15,678 12,369 25,781 20,830
Other income (expense):
Interest expense, net .... (828) (800) (1,815) (1,467)
Other, net ............. 1,066 905 2,027 1,415
238 105 212 (52)
Income before provision
for income taxes .......... 15,916 12,474 25,993 20,778
Provision for income taxes . 6,207 4,917 10,137 8,108
Net income ................. $ 9,709 $ 7,557 $ 15,856 $ 12,670
Income per common share:
Primary ................ $ .49 $ .42 $ .80 $ .70
Fully diluted .......... $ .45 $ .39 $ .75 $ .66
Weighted average number
of common shares (000's):
Primary ................ 19,870 18,144 19,741 17,991
Fully diluted .......... 23,102 21,436 23,077 21,307
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
Page 4
<TABLE>
<CAPTION>
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
(Dollars in thousands)
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................ $ 15,856 $ 12,670
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ................... 4,676 3,446
Amortization of goodwill ........................ 1,163 871
Amortization of bond discount ................... 115 115
Deferred income taxes ........................... 635 (560)
Undistributed earnings of affiliates ............ (508) (624)
Gains on sales of assets, net ................... (100) (143)
Changes in assets and liabilities, net of
business acquisitions:
(Increase) in accounts receivable, net ........... (4,052) (7,861)
Decrease (increase) in other current assets ..... 83 (2,425)
(Increase) decrease in other assets .............. (432) 1,100
(Decrease) in transportation payables ............ (15,979) (4,026)
(Decrease) increase in accounts payable .......... (3,614) 7,402
Increase (decrease) in accrued liabilities ...... 627 (5,013)
Increase in income taxes payable ................ 2,824 1,002
Increase (decrease) in other liabilities ........ 103 (171)
Total adjustments .......................... (14,459) (6,887)
Net cash provided by operating activities ..... 1,397 5,783
Cash flows from investing activities:
Business acquisitions, net of cash acquired ........... (6,282) 74
Sale of marketable securities ......................... -- 19,981
Losses from hedging activities ........................ (330) (1,043)
Proceeds from sales of assets ......................... 272 346
Capital expenditures .................................. (4,633) (12,787)
Investment in unconsolidated affiliates ............... (71) (196)
Net cash (used) provided by investing activities (11,044) 6,375
Cash flows from financing activities:
Net borrowings (repayments) in bank overdrafts payable 464 (1,251)
Additions to long-term debt ........................... -- 3,110
Payment of long-term debt ............................. (1,387) (1,360)
Issuance of common stock .............................. 977 622
Payment of cash dividends ............................. (1,859) (1,398)
Purchase of treasury stock ............................ (14) (112)
Net cash used by financing activities ......... (1,819) (389)
Effect of foreign currency exchange rates on cash ........ (627) 442
Net (decrease) increase in cash and cash equivalents ..... (12,093) 12,211
Cash and cash equivalents at beginning of period ......... 54,463 44,168
Cash and cash equivalents at end of period ............... $ 42,370 $ 56,379
</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 June 30, 1996, the consolidated
statements of operations for the three-month and six-month periods ended
June 30, 1996 and 1995, and the consolidated statements of cash flows for
the six-month periods ended June 30, 1996 and 1995 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
June 30, 1995 financial statements have been reclassified to conform to the
classification of June 30, 1996.
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,
1995. The results of operations for the three and six month periods ended
June 30, 1996 are not necessarily indicative of the results of operations
expected for the full year ending December 31, 1996.
B. Interest expense, net is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest expense ........... $(1,503) $(1,504) $(3,012) $(2,954)
Interest income ............ 675 704 1,197 1,487
Interest expense, net ...... $ (828) $ (800) (1,815) $(1,467)
</TABLE>
C. Other income (expense) is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Equity in earnings of
unconsolidated affiliates .... $ 615 $ 679 $1,180 $ 803
Foreign exchange gains, net.... 374 118 747 435
Other, net .................... 77 108 100 177
$1,066 $ 905 $2,027 $1,415
</TABLE>
<PAGE>
Page 6
D. Supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest and income taxes paid:
Interest ..................... $ 176 $ 272 $ 2,560 $ 2,709
Income taxes ................. 3,599 4,591 6,122 7,447
$ 3,775 $ 4,863 $ 8,682 $10,156
</TABLE>
Non cash investing and financing activities:
In June 1996, as a result of Debenture conversions, the Company issued 313,125
shares of Common Stock valued at approximately $7.1 million (See Note F).
In June 1995, as part of the Radix acquisition, the Company issued 979,887
shares of Common Stock valued at approximately $23.9 million. Subsequently, upon
finalization of the acquisition, the Common Stock issued was reduced to 954,608
(See Note E).
E. Acquisitions:
During the first six months of 1996, the Company acquired four companies in
separate transactions. Three were accounted for as purchases and one as a
pooling of interest. In March 1996, the Company acquired all of the outstanding
stock of the Profreight group of companies, a customs broker and air and ocean
forwarder in South Africa. In May 1996, the Company purchased the business and
certain assets of John V. Carr & Son, Inc, a U.S. customs broker with 32 offices
in 25 U.S. and 2 Canadian cities. In May 1996, the Company acquired an
additional 50.0% of the outstanding stock of AEI Finland bringing its ownership
of this Finland based air and ocean forwarder to approximately 90.0%. The total
paid for the three acquisitions was approximately $11.5 million. The total cost
in excess of net assets acquired for these acquisitions of approximately $3.7
million is being amortized over 40 years. The results of operations of these
purchases are included in the Consolidated Statement of Operations from dates of
acquisitions. Additionally, in April 1996, the Company acquired Lusk Shipping
Company, Inc., a New Orleans, Louisiana based ocean forwarder and customs broker
for 750,000 shares of the Company's Common Stock. The acquisition was accounted
for as a pooling of interest. The combined effect of these acquisitions did not
have a material pro forma impact on the Company's results of operations or
financial position.
On June 8, 1995, the Company acquired Radix Ventures, Inc. ("Radix") for 954,608
shares of Common Stock valued at approximately $23.3 million and $.5 million in
cash. The acquisition was accounted for as a purchase. Accordingly, the purchase
price was allocated on the basis of the estimated fair market value of the
assets acquired and the liabilities assumed. This allocation resulted in
goodwill of approximately $26.4 million. Radix's results of operations are
<PAGE>
Page 7
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, 1995. 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 Ended Six Months Ended
June 30, 1995 June 30, 1995
<S> <C> <C>
Revenues ............................. $ 312,662 $ 611,385
Net Income ........................... $ 7,628 $ 12,831
Income per share:
Primary ........ ................... $ .40 $ .68
Fully diluted ...................... $ .37 $ .34
</TABLE>
F. Debt Conversion:
On June 7, 1996, the Company announced the redemption for all of its $74,750,000
outstanding 6.0% Convertible Subordinated Debentures (Debentures) to take place
on July 8, 1996. The Debentures outstanding were convertible into the Company's
Common Stock at $22.71 per share or 44.03 common shares for each $1,000
principal amount of Debentures. As of June 30, 1996, approximately $7,112,000 of
the Debentures were converted resulting in the issuance of 313,125 shares of
Common Stock with the resulting increase in Common Stock and Capital Surplus of
approximately $7,000,000, net of related conversion and deferred costs.
Subsequently, as of July 8, 1996, substantially all of the remaining Debentures
were converted into 2,977,631 shares of the Company's Common Stock with the
remainder redeemed for cash.
G. Revolving Credit Loan:
In June 1996, the Company entered into a $75.0 million unsecured Revolving
Credit Loan Agreement (the "Agreement"). The Agreement with a syndicated group
of U.S. banks has a three year maturity which expires in June 1999 with the
option to extend annually on the anniversary date. The interest charged on
borrowings is the bank's prime rate, or London Interbank Offered Rate (LIBOR)
plus .25% to .50% per annum. The Company is required to pay an annual facility
fee at a variable rate of .12% to .25% on the maximum amount available under the
Agreement. Among the various covenants contained in this Agreement, the Company
is to maintain certain ratios and balances as to minimum net worth, debt to net
worth and fixed charge coverage. The Company is in compliance with all
conditions of the Agreement.
<PAGE>
Page 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table sets forth the gross revenues and net revenues (gross
revenues minus transportation expenses) for each of the Company's three service
categories: airfreight forwarding, ocean freight forwarding, and customs
brokerage and other services, as well as the Company's internal operating
expenses (terminal, selling, general and administrative expenses) and operating
profit:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Gross Revenues:
Airfreight ............................... $245.4 $239.2 $478.1 $468.8
Ocean Freight ............................ 49.2 40.3 89.4 74.0
Customs Brokerage and Other .............. 26.1 19.9 47.9 36.5
Total Gross Revenues ................... $320.7 $299.4 $615.4 $579.3
Net Revenues:
Airfreight ............................... $ 68.4 $ 60.4 $131.7 $116.6
Ocean freight ............................ 14.2 9.8 24.5 18.1
Customs Brokerage and Other .............. 23.1 19.7 42.7 36.0
Total Net Revenues ..................... 105.7 89.9 198.9 170.7
Internal Operating Expenses:
Terminal ................................. 55.5 47.9 108.1 91.5
Selling, general and administrative ...... 34.5 29.6 65.0 58.4
Total Internal Operating Expenses ...... 90.0 77.5 173.1 149.9
Operating Profit ........................... $ 15.7 $ 12.4 $ 25.8 $ 20.8
</TABLE>
Consolidated gross revenues for the second quarter and six months ended
June 30, 1996 increased 7.1% to $320.7 million and 6.2% to $615.4 million,
respectively over the comparable periods in 1995. Additionally, included in the
increase in gross revenues for the quarter and six months was the negative
effect of approximately $6.9 million and $9.4 million, respectively, resulting
from a stronger U.S. dollar when converting foreign currency revenues into U.S.
dollars for financial reporting purposes. Consolidated net revenues (gross
revenues minus transportation expenses) for the second quarter and first six
months of 1996 increased 17.6% to $105.7 million and 16.5% to $198.9 million,
respectively, over the comparable 1995 periods.
Gross airfreight revenues for the second quarter and first six months of
1996 increased 2.6% to $245.4 million and 2.0% to $478.1 million, respectively,
over the comparable 1995 periods. The increase in gross airfreight revenues for
both the quarter and six months was due to increases in shipments, total weight
of cargo shipped and the impact from acquisitions not included in the comparable
1995 periods. For the quarter, shipments increased .5% and the weight of cargo
shipped increased 4.0% over the second quarter of 1995. For the six month
period, shipments increased 2.3% and the weight of cargo shipped increased 2.0%
<PAGE>
Page 9
over the first six months of 1995. Airfreight net revenues for the second
quarter of 1996 increased 13.2% to $68.4 million over the comparable 1995
period. For the six months, airfreight net revenue increased 13.0% to $131.7
million over the comparable 1995 period. The increase in net revenues from
airfreight operations was attributable to lower transportation costs, mainly due
to improved utilization of airfreight containers, and reduced airline rates in
certain markets.
Ocean freight gross revenues for the second quarter and first six months of
1996 increased 22.1% to $49.2 million and 20.8% to $89.4 million, respectively,
over the comparable 1995 periods. Ocean freight net revenues for the quarter and
first six months of 1996 increased 44.9% to $14.2 million and 35.4% to $24.5
million, respectively, over the comparable 1995 periods. The increase in both
the gross and net ocean freight revenues was due to increased shipping volumes.
The higher shipping volumes were attributable to the impact from acquisitions
not included in the comparable 1995 periods and the Company's continuing
penetration into the ocean freight market.
Customs brokerage and other gross revenues for both the second quarter and
first six months of 1996 increased 31.2% to $26.1 million and $47.9 million,
respectively, over the comparable 1995 periods. Customs brokerage and other net
revenues for the second quarter and first six months of 1996 increased 17.3% to
$23.1 million and 18.6% to $42.7 million, respectively, over the comparable 1995
periods. The increase in both the gross and net customs brokerage and other
revenues was mainly attributable to the acquisitions of Profreight (acquired
March 1996), Lusk Shipping Co. (acquired April 1996), John V. Carr & Sons
(acquired May 1996), and Radix (acquired June 1995), (See Note E).
Internal operating expenses (terminal, selling, and general and
administrative expenses) increased $12.5 million or 16.1% for the quarter and
$23.2 million or 15.5% for the first six months of 1996 over the comparable
periods in 1995. 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 1995
periods.
Operating profit for the second quarter of 1996 increased $3.3 million or
26.6% over the second quarter of 1995. For the first six months of 1996,
operating profit increased $5.0 million or 24.0% over the comparable 1995
period.
Interest expense, net was marginally higher for the second quarter of 1996
compared to the second quarter of 1995. For the first six months of 1996,
interest expense, net increased $.3 million over the comparable 1995 period. The
increase resulted from lower interest income due to a reduction in the amount of
funds the Company had invested during the first six months of 1996 and a
reduction in the interest rate earned on those funds.
<PAGE>
Page 10
The effective income tax rate of 39.0% for the second quarter of 1996 was
marginally lower than the second quarter of 1995. For both the first six months
of 1996 and 1995, the effective income tax rate was 39.0%.
Liquidity and Capital Resources
At June 30, 1996, the Company's working capital increased approximately
$6.2 million to $83.1 million from $76.9 million at December 31, 1995. The
increase was mainly attributable to the increase in profits.
Capital expenditures decreased approximately $8.2 million from $12.8
million for the first six months of 1995 to $4.6 million for the first six
months of 1996. The decrease was primarily due to expenditures incurred during
the first six months of 1995 for the Company's new warehouse and distribution
facility in Singapore which was completed during the third quarter of 1995. The
$4.6 million for capital expenditures was primarily for facility improvements
and management information systems.
In June 1996, the Company announced the redemption for all of its 6.0%
Convertible Subordinated Debentures (See Note F). Early in the third quarter of
1996, substantially all of the Debentures were converted into shares of the
Company's Common Stock which will increase the Company's Stockholders'
Investment approximately $74.2 million and correspondingly its debt to equity
ratio (total long-term debt as a percentage of stockholders' investment) will
decline from 45.8% at June 30, 1996 to approximately 5.0%. Additionally, the
redemption of the Debentures will reduce the Company's pre tax interest expense
by approximately $2.4 million during the second half of 1996. The impact of
Debenture redemptions for cash will be immaterial to the Company's results of
operations.
During the second quarter of 1996, the Company secured a $75 million
revolving credit facility (See Note G). At June 30, 1996, the Company had $75
million available for future borrowings under this credit facility.
Additionally, various of the Company's foreign subsidiaries maintained overdraft
facilities with foreign banks, aggregating approximately $13.9 million, of which
approximately $1.0 million was outstanding.
During the second quarter of 1996, the Company's Board of Directors
authorized a 20.0% increase in the quarterly cash dividend from five cents
($.05) to six cents ($.06) per share.
Management believes that the Company's available cash and sources of
credit, together with cash generated from operations, will be sufficient to
satisfy its anticipated needs for working capital, capital expenditures and
dividends.
<PAGE>
Page 11
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:
During the second quarter of 1996, the Company filed an 8-K under Item 5 -
Other Events relating to the Company's announced redemption for all of its
Convertible Subordinated Debentures and the establishment of a Revolving
Credit Loan Agreement.
<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: August 13, 1996 /s/ Dennis M. Dolan
Dennis M. Dolan
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: August 13, 1996 /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 Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Primary:
Net income applicable to
common shares ...................... $ 9,709 $ 7,557 $15,856 $12,670
Weighted average of common
shares outstanding ................. 19,436 17,739 19,381 17,615
Common shares equivalents ............ 434 405 360 376
Average common shares out-
standing ........................... 19,870 18,144 19,741 17,991
Earnings per common share ............ $ .49 $ .42 $ .80 $ .70
Fully diluted:
Weighted average of common
shares outstanding ................. 19,436 17,739 19,381 17,615
Common shares equivalents ............ 452 405 449 400
Common shares issuable upon
assumed conversion of subor-
dinated debentures ................. 3,214 3,292 3,247 3,292
Average common shares out-
standing ........................... 23,102 21,436 23,077 21,307
Earnings per common share ............ $ .45 $ .39 $ .75 $ .66
<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 June 30, 1996
and 1995, the interest elimination was $.73 million. For the six months ended
June 30, 1996 and 1995, the interest elimination was $1.46 million.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 42,370
<SECURITIES> 0
<RECEIVABLES> 295,098
<ALLOWANCES> 4,670
<INVENTORY> 0
<CURRENT-ASSETS> 338,339
<PP&E> 106,728
<DEPRECIATION> 47,873
<TOTAL-ASSETS> 505,520
<CURRENT-LIABILITIES> 255,277
<BONDS> 74,815
<COMMON> 197
0
0
<OTHER-SE> 186,281
<TOTAL-LIABILITY-AND-EQUITY> 505,520
<SALES> 0
<TOTAL-REVENUES> 615,447
<CGS> 0
<TOTAL-COSTS> 416,571
<OTHER-EXPENSES> 108,141
<LOSS-PROVISION> 549
<INTEREST-EXPENSE> 3,012
<INCOME-PRETAX> 25,993
<INCOME-TAX> 10,137
<INCOME-CONTINUING> 15,856
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,856
<EPS-PRIMARY> .80
<EPS-DILUTED> .75
</TABLE>
