<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, 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 November 8, 1996 was
22,723,848 (Net of 27,305 Treasury Shares).
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
September 1996 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, 1996 and December 31, 1995 .............. 2
Condensed Consolidated Statements of Operations -
three months and nine months ended September 30, 1996
and 1995..................................................3
Consolidated Statements of Cash Flows -
nine months ended September 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)
Sept 30, 1996 Dec 31, 1995
(Unaudited)
Assets
Current Assets:
<S> <C> <C>
Cash and cash equivalents ......................... $ 41,461 $ 54,463
Accounts receivable, (less allowance for
doubtful accounts of $4,580 and $4,695) .......... 304,058 268,289
Other current assets .............................. 5,433 4,754
Total current assets ........................ 350,952 327,506
Investment in unconsolidated affiliates .............. 13,822 13,228
Property, plant and equipment (less accumulated
depreciation and amortization of $49,253
and $43,242) ...................................... 60,592 54,149
Deposits and other assets ............................ 12,521 12,999
Goodwill (less accumulated amortization
of $9,895 and $8,269) ............................ 81,666 78,961
Total assets ................................ $ 519,553 $ 486,843
Liabilities and stockholders' investment
Current Liabilities:
Current portion of long-term debt ................. $ 3,091 $ 2,690
Bank overdrafts payable ........................... 1,216 620
Transportation payables ........................... 144,939 149,536
Accounts payable .................................. 45,901 41,625
Accrued liabilities ............................... 51,326 45,556
Income taxes payable .............................. 13,079 10,581
Total current liabilities ................... 259,552 250,608
Long-term debt .................................... 8,790 82,762
Other liabilities ................................. 5,058 5,907
Total liabilities ........................... 273,400 339,277
Stockholders' Investment:
Capital stock-
Preferred (authorized 1,000,000 shares,
none outstanding) ................................ -- --
Common, $.01 par value (authorized 40,000,000
shares, issued 22,737,184 and 18,577,880 shares) . 227 186
Capital surplus ................................... 136,043 60,164
Cumulative translation adjustments ................ (16,780) (12,539)
Retained earnings ................................. 127,335 100,372
246,825 148,183
Less: 27,305 and 25,279 shares of treasury
stock, at cost ..................................... (672) (617)
Total stockholders' investment .................... 246,153 147,566
Total liabilities and stockholders' investment .... $ 519,553 $ 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 Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues ................... $ 340,928 $ 314,269 $ 956,375 $ 893,618
Operating expenses:
Transportation ........... 228,814 219,124 645,385 627,746
Terminal ................. 61,317 51,663 169,458 143,192
Selling, general and
administrative .......... 35,457 31,468 100,411 89,836
Operating profit ........... 15,340 12,014 41,121 32,844
Other income (expense):
Interest, net ............ 258 (1,096) (1,557) (2,563)
Other, net ............. 1,260 1,007 3,287 2,422
1,518 (89) 1,730 (141)
Income before provision
for income taxes .......... 16,858 11,925 42,851 32,703
Provision for income taxes . 6,232 4,651 16,369 12,759
Net income ................. $ 10,626 $ 7,274 $ 26,482 $ 19,944
Income per common share:
Primary ................ $ .48 $ .39 $ 1.28 $ 1.10
Fully diluted .......... $ .46 $ .36 $ 1.21 $ 1.03
Weighted average number
of common shares (000's):
Primary ................ 22,358 18,835 20,731 18,182
Fully diluted .......... 23,123 22,173 23,074 21,529
</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 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
(Dollars in thousands)
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income .........................................$ 26,482 $ 19,944
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .................. 7,214 5,272
Amortization of goodwill ....................... 1,754 1,405
Amortization of bond discount .................. 115 115
Deferred income taxes .......................... 357 (727)
Undistributed earnings of affiliates ........... (983) (1,042)
Gains on sales of assets, net .................. (129) (193)
Changes in assets and liabilities, net of
business acquisitions:
(Increase) in accounts receivable, net .......... (17,372) (16,299)
Decrease (increase) in other current assets..... 216 (1,947)
Decrease in other assets ....................... 1,734 652
(Decrease) increase in transportation payables .. (12,577) 2,904
(Decrease) increase in accounts payable ......... (5,042) 9,338
Increase (decrease) in accrued liabilities ..... 4,895 (12,058)
Increase in income taxes payable ............... 1,940 1,100
(Decrease) increase in other liabilities ........ (1,189) 119
Total adjustments ......................... (19,067) (11,361)
Net cash provided by operating activities .... 7,415 8,583
Cash flows from investing activities:
Business acquisitions, net of cash acquired ........ (7,386) (1,176)
Sale of marketable securities ...................... -- 19,981
Losses from hedging activities ..................... (1,320) (1,533)
Proceeds from sales of assets ...................... 381 491
Capital expenditures ............................... (8,959) (18,591)
Investment in unconsolidated affiliates ............ (71) (346)
Net cash used by investing activities ........ (17,355) (1,174)
Cash flows from financing activities:
Net borrowings (repayments) in bank overdrafts
payable .......................................... 646 (243)
Additions to long-term debt ........................ 290 2,976
Payment of long-term debt .......................... (1,297) (2,205)
Issuance of common stock ........................... 1,479 1,343
Payment of cash dividends .......................... (3,218) (2,322)
Purchase of treasury stock ......................... (55) (990)
Net cash used by financing activities ........ (2,155) (1,441)
Effect of foreign currency exchange rates on cash ..... (907) 288
Net (decrease) increase in cash and cash equivalents .. (13,002) 6,256
Cash and cash equivalents at beginning of period ...... 54,463 44,168
Cash and cash equivalents at end of period ............$ 41,461 $ 50,424
</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, 1996, the consolidated
statements of operations for the three-month and nine-month periods ended
September 30, 1996 and 1995, and the consolidated statements of cash flows
for the nine-month periods ended September 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 September 30, 1995 financial statements have been reclassified
to conform to the classification of September 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 nine month periods ended
September 30, 1996 are not necessarily indicative of the results of
operations expected for the full year ending December 31, 1996.
B. Interest, net is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest expense ........... $(355) $(1,516) $(3,367) $(4,470)
Interest income ............ 613 420 1,810 1,907
$ 258 $(1,096) $(1,557) $(2,563)
</TABLE>
C. Other, net is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Equity in earnings of
unconsolidated affiliates ...$ 600 $ 563 $1,780 $1,366
Foreign exchange gains ........ 631 406 1,378 841
Other ......................... 29 38 129 215
$1,260 $1,007 $3,287 $2,422
</TABLE>
<PAGE>
Page 6
D. Supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest and income taxes paid:
Interest ........................ $ 216 $2,477 $ 2,776 $ 5,186
Income tax....................... 3,703 3,592 9,825 11,039
$3,919 $6,069 $12,601 $16,225
</TABLE>
Non cash investing and financing activities:
On July 8, 1996, as a result of Debenture conversions, the Company issued
3,290,756 shares of its Common Stock valued at approximately $74.5 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 nine 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 Oy bringing its
ownership of this Finland based air and ocean forwarder to approximately 90.0%.
The total paid for the three acquisitions was approximately $11.6 million. The
total cost in excess of net assets acquired for these acquisitions of
approximately $4.9 million is being amortized over 40 years. The results of
operations of these purchases are included in the Consolidated Statement of
Operations from the 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
included in the consolidated statement of income from the acquisition date
forward. The following unaudited pro forma summary combines the results of the
<PAGE>
Page 7
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>
Nine Months Ended
September 30, 1995
<S> <C>
Revenues ............... $928,528
Net Income ............. $ 20,005
Income per share:
Primary ............ $ 1.07
Fully diluted ...... $ 1.00
</TABLE>
F. Debt Conversion:
On July 8, 1996, the Company completed its announced redemption for all of its
$74,750,000 outstanding 6.0% Convertible Subordinated Debentures ("Debentures").
The outstanding Debentures 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 a result, $74,735,000 of the Debentures were converted resulting
in the issuance of 3,290,756 shares of Common Stock with the remainder redeemed
for cash. The impact of cash redemptions was immaterial to the Company's results
of operations. The conversion resulted in Common Stock and Capital Surplus
increasing approximately $74,362,000, net of related conversion and deferred
costs.
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.
H. Subsequent Event:
On November 12, 1996, the Company announced the acquisition of Muller Air
Freight B.V. and associated companies ("Muller"). Muller, established in 1947,
provides airfreight, ocean freight, warehousing and distribution and related
logistics services. Headquartered in Schiphol Airport, the Netherlands, Muller
reported gross revenues of $35 million in 1995 and employs a staff of 140 with
eight offices throughout the Netherlands. The Company expects to finalize the
acquisition before December 31, 1996.
<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, and the Company's internal operating expenses
(terminal, selling, general and administrative expenses) and operating profit:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Gross Revenues:
Airfreight ............................... $255.3 $245.8 $733.5 $714.6
Ocean Freight ............................ 50.5 46.2 139.9 120.2
Customs Brokerage and Other .............. 35.1 22.3 83.0 58.8
Total Gross Revenues ................... $340.9 $314.3 $956.4 $893.6
Net Revenues:
Airfreight ............................... $ 67.0 $ 62.5 $198.7 $179.1
Ocean freight ............................ 13.3 10.5 37.8 28.6
Customs Brokerage and Other .............. 31.8 22.2 74.5 58.1
Total Net Revenues ..................... 112.1 95.2 311.0 265.8
Internal Operating Expenses:
Terminal ................................. 61.3 51.7 169.5 143.2
Selling, general and administrative ...... 35.5 31.5 100.4 89.8
Total Internal Operating Expenses ...... 96.8 83.2 269.9 233.0
Operating Profit ........................... $ 15.3 $ 12.0 $ 41.1 $ 32.8
</TABLE>
Consolidated gross revenues for the third quarter and nine months ended
September 30, 1996 increased 8.5% to $340.9 million and 7.0% to $956.4 million,
respectively, over the comparable 1995 periods. The increase in gross revenues
for the quarter and nine months included the negative effect of approximately
$3.0 million and $12.4 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 third quarter and first nine months of 1996
increased 17.8% to $112.1 million and 17.0% to $311.0 million, respectively,
over the comparable 1995 periods.
Gross airfreight revenues for the third quarter and first nine months of
1996 increased 3.9% to $255.3 million and 2.6% to $733.5 million, respectively,
over the comparable 1995 periods. The increase in gross 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
1995 periods. For the quarter, shipments increased 3.1% and the weight of cargo
shipped increased 12.0% over the third quarter of 1995. For the first nine
months of 1996, shipments increased 2.5% and the weight of cargo shipped
<PAGE>
Page 9
increased 5.0% over the first nine months of 1995. Airfreight net revenues for
the third quarter of 1996 increased 7.2% to $67.0 million over the comparable
1995 period. For the first nine months of 1996, airfreight net revenues
increased 10.9% to $198.7 million over the comparable 1995 period. The increase
in net revenues from airfreight operations was attributable to lower
transportation costs, mainly due to improved product mix, allowing for better
utilization of airfreight containers, and reduced airline rates in certain
markets.
Ocean freight gross revenues for the third quarter and first nine months of
1996 increased 9.3% to $50.5 million and 16.4% to $139.9 million, respectively,
over the comparable 1995 periods. Ocean freight net revenues for the quarter and
first nine months of 1996 increased 26.7% to $13.3 million and 32.2% to $37.8
million, respectively, over the comparable 1995 periods. The increase in both
the gross and net ocean freight revenues was attributable to increased shipping
volumes. The higher shipping volumes were due 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 third quarter and
first nine months of 1996 increased 57.4% to $35.1 million and 41.2% to $83.0
million, respectively, over the comparable 1995 periods. Customs brokerage and
other net revenues for the third quarter and first nine months of 1996 increased
43.2% to $31.8 million and 28.2% to $74.5 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 & Son (acquired May 1996), and Radix (acquired June 1995), (See Note E).
Internal operating expenses (terminal, selling, and general and
administrative expenses) increased $13.6 million or 16.3% for the quarter and
$36.9 million or 15.8% for the first nine months of 1996 over the comparable
1995 periods. 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 third quarter of 1996 increased $3.3 million or
27.5% over the third quarter of 1995. For the first nine months of 1996,
operating profit increased $8.3 million or 25.3% over the comparable 1995
period.
Interest, net increased $1.4 million in the third quarter of 1996 compared
to the third quarter of 1995. For the first nine months of 1996, interest, net
increased $1.0 million compared to the first nine months of 1995 (See Note B).
These increases were mainly the result of the Debenture redemptions (See Note F)
and the corresponding elimination of the associated interest expense. As a
result of the redemptions, the Company's pre tax interest expense will be reduce
by approximately $1.2 million in the fourth quarter of 1996.
<PAGE>
Page 10
The effective income tax rate for the third quarter of 1996 decreased
approximately 2.0% to 37.0% compared to the third quarter of 1995. For the first
nine months of 1996, the effective income tax rate decreased .8% to 38.2%
compared to the first nine months of 1995. These decreases were mainly
attributable to the reduced losses incurred by certain foreign subsidiaries for
which there were no tax benefits available.
Liquidity and Capital Resources
At September 30, 1996, the Company's working capital increased
approximately $14.5 million to $91.4 million from $76.9 million at December 31,
1995. The increase was mainly attributable to the increase in profits.
Capital expenditures decreased approximately $9.6 million from $18.6
million for the first nine months of 1995 to $9.0 million for the first nine
months of 1996. The decrease was primarily due to expenditures incurred during
the first nine months of 1995 for the Company's new warehouse and distribution
facility in Singapore which was completed during the third quarter of 1995. The
$9.0 million for capital expenditures was primarily for facility improvements
and management information systems. Capital expenditures for 1996 will
approximate $13.0 million which will be primarily for improvement and expansion
of facilities and management information systems.
On July 8, 1996, the Company completed the redemption for all of its 6.0%
Convertible Subordinated Debentures (See Note F). As a result, the Company's
Stockholders' Investment increased approximately $74.4 million and
correspondingly its debt to equity ratio (total long- term debt as a percentage
of stockholders' investment) decreased from 57.9% at December 31, 1995 to 4.8%
at September 30, 1996.
During the second quarter of 1996, the Company secured a $75 million
revolving credit facility (See Note G). At September 30, 1996, the Company was
utilizing approximately $2.3 million under this facility for letters of credit
issued in connection with the Company's insurance programs. Additionally,
various of the Company's foreign subsidiaries maintained overdraft facilities
with foreign banks, aggregating approximately $13.9 million, of which
approximately $1.2 million was outstanding.
During the second quarter of 1996, the Company's Board of Directors
authorized a 20.0% increase in the quarterly cash dividend from five cents
($.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:
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, 1996 /s/ Dennis M. Dolan
Dennis M. Dolan
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 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 Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Primary:
Net income applicable to
common shares .................... $10,626 $ 7,274 $26,482 $19,944
Weighted average of common
shares outstanding ............... 21,936 18,507 20,373 17,885
Common share equivalents ........... 422 328 358 297
Average common shares out-
standing ......................... 22,358 18,835 20,731 18,182
Earnings per common share .......... $ .48 $ .39 $ 1.28 $ 1.10
Fully diluted:
Weighted average of common
shares outstanding ............... 21,936 18,507 20,373 17,885
Common share equivalents ........... 442 374 428 352
Common shares issuable upon
assumed conversion of subor-
dinated debentures ............... 745 3,292 2,273 3,292
Average common shares out-
standing ......................... 23,123 22,173 23,074 21,529
Earnings per common share .......... $ .46 $ .36 $ 1.21 $ 1.03
<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 quarter ended September
30, 1995, the interest elimination was $.73 million. For the nine months
ended September 30, 1996 and 1995, the interest elimination was $1.46
million and $2.19 million, respectively.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 41,461
<SECURITIES> 0
<RECEIVABLES> 308,638
<ALLOWANCES> 4,580
<INVENTORY> 0
<CURRENT-ASSETS> 350,952
<PP&E> 109,845
<DEPRECIATION> 49,253
<TOTAL-ASSETS> 519,553
<CURRENT-LIABILITIES> 259,552
<BONDS> 8,790
<COMMON> 227
0
0
<OTHER-SE> 263,378
<TOTAL-LIABILITY-AND-EQUITY> 519,553
<SALES> 0
<TOTAL-REVENUES> 956,375
<CGS> 0
<TOTAL-COSTS> 645,385
<OTHER-EXPENSES> 169,458
<LOSS-PROVISION> 912
<INTEREST-EXPENSE> 3,367
<INCOME-PRETAX> 42,851
<INCOME-TAX> 16,369
<INCOME-CONTINUING> 26,482
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,482
<EPS-PRIMARY> 1.28
<EPS-DILUTED> 1.21
</TABLE>
