CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
SEPTEMBER 30, 1998 0-11579
TBC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0600670
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4770 Hickory Hill Road
Memphis, Tennessee 38141
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (901) 363-8030
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by 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
21,209,598 Shares of Common Stock were outstanding as of September 30,
1998.
INDEX TO EXHIBITS at page 13 of this Report<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
TBC CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
September 30, December 31,
1998 1997
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 714 $ 917
Accounts and notes receivable, less
allowance for doubtful accounts
of $7,444 on September 30, 1998
and $7,344 on December 31, 1997:
Related parties 19,795 15,072
Other 74,321 62,267
Total accounts and notes receivable 94,116 77,339
Inventories 95,014 84,806
Refundable federal and state income taxes 651 2,489
Deferred income taxes 4,829 4,863
Other current assets 11,345 12,784
Total current assets 206,669 183,198
PROPERTY, PLANT AND EQUIPMENT, AT COST
Land and improvements 7,857 5,604
Buildings and leasehold improvements 27,003 23,167
Furniture and equipment 30,526 29,455
65,386 58,226
Less accumulated depreciation 26,060 21,967
Total property, plant and equipment 39,326 36,259
TRADEMARKS, NET 17,000 17,337
GOODWILL, NET 14,343 14,628
OTHER ASSETS 15,157 13,526
TOTAL ASSETS $292,495 $264,948
See accompanying notes to consolidated financial statements.
-2-<PAGE>
TBC CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1998 1997
(Unaudited)
CURRENT LIABILITIES
Outstanding checks, net $ 8,832 $ 3,237
Notes payable to banks 4,643 22,496
Current portion of long-term debt 7,859 690
Accounts payable, trade 49,380 10,879
Other current liabilities 17,847 15,482
Total current liabilities 88,561 52,784
LONG-TERM DEBT, LESS CURRENT PORTION 59,993 67,647
NONCURRENT LIABILITIES 2,488 2,876
DEFERRED INCOME TAXES 7,287 7,454
STOCKHOLDERS' EQUITY
Common stock, $.10 par value,
shares issued and outstanding -
21,210 on September 30, 1998 and
23,163 on December 31, 1997 2,121 2,316
Additional paid-in capital 9,557 9,788
Retained earnings 122,488 122,083
Total stockholders' equity 134,166 134,187
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $292,495 $264,948
See accompanying notes to consolidated financial statements.
-3-<PAGE>
TBC CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
NET SALES* $177,661 $182,648 $480,319 $490,800
COSTS AND EXPENSES:
Cost of sales 150,049 155,713 405,598 418,045
Distribution 8,738 8,506 24,669 23,364
Selling and administrative 8,756 7,943 26,419 24,143
Interest expense 1,313 1,413 4,305 4,387
Other (income) expense - net (361) (924) (1,114) (2,365)
Total costs and expenses 168,495 172,651 459,877 467,574
INCOME BEFORE INCOME TAXES 9,166 9,997 20,442 23,226
PROVISION FOR INCOME TAXES 3,660 3,955 8,067 9,169
NET INCOME $ 5,506 $ 6,042 $ 12,375 $ 14,057
EARNINGS PER SHARE -
Basic and assuming dilution $ .25 $ .26 $ .54 $ .60
* Including sales to related parties of $36,042 and $38,806 in the
three months ended September 30, 1998 and 1997, respectively, and
$105,842 and $107,620 in the nine months ended September 30, 1998 and
1997, respectively.
See accompanying notes to consolidated financial statements.
-4-<PAGE>
TBC CORPORATION
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
Number of Paid-In Retained
Shares Amount Capital Earnings Total
Nine Months Ended
September 30, 1997
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1997 23,727 $2,373 $ 9,624 $107,808 $119,805
Net income for period 14,057 14,057
Issuance of common stock
under stock option and
incentive plan 28 3 165 - 168
Repurchase and retirement
of common stock (293) (30) (119) (2,161) (2,310)
Tax benefit from exercise
of stock options - - 14 - 14
BALANCE, SEPTEMBER 30, 1997 23,462 $2,346 $ 9,684 $119,704 $131,734
Nine Months Ended
September 30, 1998
BALANCE, JANUARY 1, 1998 23,163 $2,316 $ 9,788 $122,083 $134,187
Net income for period 12,375 12,375
Issuance of common stock
under stock option and
incentive plan 84 8 626 - 634
Repurchase and retirement
of common stock (2,037) (203) (914) (11,970) (13,087)
Tax benefit from exercise
of stock options - - 57 - 57
BALANCE, SEPTEMBER 30, 1998 21,210 $2,121 $ 9,557 122,488 $134,166
</TABLE>
See accompanying notes to consolidated financial statements.
-5-<PAGE>
TBC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months
Ended September 30,
1998 1997
OPERATING ACTIVITIES
Net income $ 12,375 $ 14,057
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 4,935 5,099
Amortization 730 736
Deferred income taxes (133) (712)
Equity in earnings from joint ventures 135 (373)
Changes in operating assets and liabilities:
Receivables (18,346) (15,144)
Inventories (10,208) (8,842)
Other current assets 1,755 (517)
Other assets 146 331
Accounts payable, trade 38,501 31,768
Federal and state income taxes
refundable or payable 1,895 1,488
Other current liabilities 2,365 1,498
Noncurrent liabilities (388) 104
Net cash provided by (used in)
operating activities 33,762 29,493
INVESTING ACTIVITIES
Purchase of property, plant and equipment (8,254) (7,214)
Investment in joint ventures (451) -
Other, net 252 911
Net cash used in investing activities (8,453) (6,303)
FINANCING ACTIVITIES
Net bank borrowings (repayments) under
short-term borrowing arrangements (17,853) (21,092)
Increase (decrease) in outstanding checks, net 5,595 5,632
Payments on long-term debt (485) (2,526)
Issuance of common stock under stock option
and incentive plan 318 168
Repurchase and retirement of common stock (13,087) (2,310)
Net cash provided by (used in)
financing activities (25,512) (20,128)
Increase (decrease) in Cash and Cash Equivalents (203) 3,062
CASH AND CASH EQUIVALENTS
Balance - Beginning of period 917 -
Balance - End of period $ 714 $ 3,062
Supplemental Disclosures of Cash Flow Information:
Cash paid for - Interest $ 4,656 $ 4,578
- Income taxes 6,305 8,393
Supplemental Disclosure of Non-Cash Financing
Activities:
Tax benefit from exercise of stock options $ 57 $ 14
Issuance of restricted stock under stock
incentive plan 316 -
See accompanying notes to consolidated financial statements.
-6-<PAGE>
TBC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation
The December 31, 1997 balance sheet was derived from audited
financial statements. The consolidated balance sheet as of September 30,
1998, and the consolidated statements of income, stockholders' equity and
cash flows for the periods ended September 30, 1998 and 1997, have been
prepared by the Company, without audit. It is Management's opinion that
these statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial
position, results of operations and cash flows as of September 30, 1998
and for all periods presented. The results for the periods presented are
not necessarily indicative of the results that may be expected for the
full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's 1997
Annual Report.
2. Earnings Per Share
Basic earnings per share have been computed by dividing net income by
the weighted average number of shares of common stock outstanding.
Diluted earnings per share have been computed by dividing net income by
the weighted average number of common shares and equivalents outstanding.
Common share equivalents represent shares issuable upon assumed exercise
of stock options. The weighted average number of common shares and
equivalents outstanding for the periods ended September 30, 1998 and
1997, were as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Weighted average common
shares outstanding 22,339 23,462 22,843 23,529
Common share equivalents 8 91 63 85
Weighted average common shares
and equivalents outstanding 22,347 23,553 22,906 23,614
The total of earnings per share for each of the first three quarters
of 1998 does not equal earnings per share for the nine months ended
September 30, 1998, due to the distribution of earnings during the period
and the decrease in shares outstanding during 1998.
3. Other Assets
Other assets consist of the following (in thousands):
September 30, December 31,
1998 1997
Notes receivable $10,014 $ 8,445
Investments in joint ventures 2,923 2,811
Other intangible assets, net 608 741
Other 1,612 1,529
$15,157 $13,526
-7-<PAGE>
TBC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Other Assets (continued)
The notes receivable totals include a note for $4,897,000 from a
former distributor. The maker of the note was discharged in a proceeding
under Chapter 11 of the Bankruptcy Code in 1991. The Company received
distributions totaling $308,000 from the bankruptcy proceeding. The
Company holds written guarantees of the distributor's account, absolute
and continuing in form, signed by the principal former owners and
officers of the distributor and their wives, upon which the Company filed
suit in 1989. The defendants have pleaded various defenses based on,
among other things, an alleged oral cancellation of the guarantees. The
defendants have also filed a third party complaint against the Company's
former chief executive officer in which they claim the right to recover
against him for any liability they may have to the Company. The lawsuit
is presently scheduled to be tried in November 1998. The Company
believes that the defendants' defenses are invalid and that there is no
merit to the third party complaint. The Company knows of no reason to
believe that the defendants will be unable to pay any judgment that may
be entered against them in the action.
-8-<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Financial Condition
The Company's financial position and liquidity remain strong. Working
capital totaled $118.1 million at September 30, 1998 compared to $130.4
million at December 31, 1997. Current accounts and notes receivable
increased by $16.8 million and inventories increased by $10.2 million
during the first nine months of 1998, due largely to seasonal
fluctuations. The net total owed to banks and vendors, consisting of the
combined balances of cash and cash equivalents, outstanding checks, notes
payable to banks and accounts payable, increased $26.4 million from
December 31, 1997 to September 30, 1998. This increase, together with
cash generated from operations, enabled the Company to fund the above-
noted increases in receivables and inventories, as well as capital
expenditures during the first nine months of 1998 of $8.3 million
and the repurchase of approximately 2.0 million shares of stock for $13.1
million. The use of a sizable amount of funds for stock repurchases was
attributable to the relatively low market prices for such shares during the
period and the sound return provided to the Company at those prices. The
Company has an unused authorization from the Board of Directors for the
repurchase of approximately 2.0 million additional shares of common stock.
A letter of intent has been signed regarding the Company's proposed
acquisition of all of the outstanding shares of Carroll's, Inc., a
wholesale distributor of tires and automotive products located in the
Southeast. The acquisition of Carroll's, the Company's largest customer,
is expected to be consummated in the fourth quarter of 1998 at a price of
approximately $28 million. The Company anticipates that additional
short-term borrowings will be incurred to finance the acquisition.
Results of Operations
Net sales decreased 2.7% during the third quarter and 2.1% in the first
nine months compared to the year-earlier levels. Sales of tires accounted
for approximately 95% of total sales in the third quarter and first nine
months of 1998 versus 95% in the third quarter of 1997 and 94% in the
first nine months of 1997. Unit tire shipments declined 3.9% in the third
quarter and 1.9% in the first nine months compared to the generally strong
unit volume in the year-earlier periods. The average tire sales price was
relatively unchanged compared with 1997 levels, as the impact of continued
industry-wide pricing pressures was offset by favorable changes in the mix
of tires shipped.
Cost of sales as a percentage of net sales decreased from 85.3% in the
third quarter of 1997 to 84.5% in the current quarter. For the year-to-
date period, cost of sales declined from 85.2% in 1997 to 84.4% in 1998.
The reduction was due principally to an increased percentage of shipments
to franchised retail dealers compared to other customers. Gross margin
percentages on sales to franchised retailers are generally higher than on
shipments to the Company's other customers.
Distribution expenses as a percentage of net sales increased from 4.7%
in the third quarter of 1997 to 4.9% in the current quarter, and from 4.8%
in the first nine months of 1997 to 5.1% in the first nine months of 1998.
The increases were largely attributable to higher product delivery
expenses in both the current quarter and first nine months. The year-to-
date expense also included greater costs for labor and other warehousing
items. The fluctuations were related in part to the aforementioned
increase in the percentage of shipments to franchised retail dealers and
the associated higher costs of serving those customers.
Selling and administrative expenses increased $813,000 in the third
quarter and $2.3 million in the first nine months, compared to the year-
earlier levels. Included in the total for the prior year was an $810,000
charge in the first quarter associated with an early retirement program
accepted by certain employees. Excluding that charge, year-to-date
selling and administrative expenses were $3.1 million higher than in the
first nine months of 1997. The increases, particularly in the year-to-
date period, were largely the result of the Company's efforts to
accelerate the growth in its number of franchised retail dealers. The
Company has added personnel and systems and incurred various other
operating expenses in conjunction with these expansion efforts.
-9-<PAGE>
Interest expenses were lower in the third quarter and first nine months
of 1998 compared to the year-earlier levels, due to lower overall
borrowing levels. Net other income was lower in the third quarter and
first nine months of 1998 due to certain charges recorded in conjunction
with retail store development activities and to reduced operating results
for joint ventures in which the Company has ownership interests.
The Company's effective tax rate was 39.9% in the current quarter
compared to 39.6% in the year-earlier period. For the first nine months,
the effective tax rate was 39.5% in both 1998 and 1997. An increase in
state income taxes was the primary reason for the change in the third
quarter effective rate and in the increase in the 1998 effective rates
compared to the overall rate for the year 1997.
Year 2000 Readiness
The Company has addressed all significant year 2000 issues, including
its business systems, processes and essential equipment, and estimates
that it has completed approximately 70% of the work that will be required.
The overall costs to prepare the Company for the year 2000 are not
considered material to the Company's financial position or results of
operation.
The Company believes the risk of business disruption presented by
potentially unresolved year 2000 issues is minimal. All internal systems
have been subjected to review and those presenting possible year 2000
issues are being replaced or corrected. Our customers and significant
suppliers have been contacted and are aware of their obligations to
address their own year 2000 issues. The Company believes that both its
major customers and suppliers have adequate resources to properly address
their own year 2000 concerns. No significant impact on customer demand is
anticipated, especially considering the relatively straightforward nature
of their business. The Company does not anticipate any difficulty in
continuing to purchase products from its major suppliers in sufficient
quantities to meet customer demand.
The nature of the Company's core business of wholesale distribution
creates an environment of relatively low transaction volumes that can be
conducted on a temporary basis with manual contingency systems. In the
event of an unforseen internal year 2000 problem, contingency plans
currently in place for temporary computer system problems or outages would
be utilized. The Company's inventories typically include reserve stock
that would allow it to provide product to its customers in the event of a
temporary disruption in product supply. Alternate suppliers exist and
could potentially be utilized if necessary.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
Effective July 23,1998, the Company entered into an Amended and Restated
Rights Agreement (the "Restated Rights Agreement") with BankBoston, N.A.,
as Rights Agent (the "Rights Agent"). The Restated Rights Agreement
amended and restated the Rights Agreement, dated as of July 21, 1988,
between the Company and the Rights Agent. The following summary reflects
the material terms of the Restated Rights Agreement. This summary does
not purport to be complete and is qualified in its entirety by reference
to the Restated Rights Agreement filed as an exhibit hereto by
incorporation by reference from the Company's Form 8-A/A-1 Registration
Statement filed with the Securities and Exchange Commission on July 30,
1998.
-10-<PAGE>
The Board of Directors of the Company on July 21, 1988 declared
a dividend consisting of rights to purchase one one-hundredth of a share
of Series A Junior Participating Preferred Stock, $.10 par value, of
the Company ("Preferred Shares"). One right was distributed with respect
to each share of Common Stock, par value $.10 per share, of the
Company ("Common Shares") outstanding on July 29, 1988, the record date
for the distribution. Rights have been and will continue to be
distributed with Common Shares issued by the Company after the record
date but before the expiration of the rights or the occurrence of a
"flip-in" event, as described below.
In accordance with the adjustment provisions applicable to the rights,
on July 23, 1998, each right represented the right to purchase 1/337.5th of
a Preferred Share for $14.81. The rights will become exercisable (1) at
the close of business on the earlier of the 10th calendar day after a
public announcement that a person or group has become the beneficial owner
of 20% or more of the outstanding Common Shares (a "share acquisition
date") or (2) any earlier date designated by the Company's Board
of Directors.
Until the rights become exercisable, they will trade with the Common
Shares, and any transfer of Common Shares also will constitute a transfer
of the associated rights. When the rights become exercisable, they will
begin to trade separate and apart from the Common Shares. At that time,
separate certificates representing the rights will be mailed to holders.
Ten days after a "share acquisition date," each of the rights will "flip
-in" and will become the right to purchase one Common Share of the Company
for ONE DOLLAR ($1.00) per share. Upon the occurrence of such a "flip-in"
event, those rights held by any person or group that beneficially owns 20%
or more of the outstanding Common Shares, together with rights held by
certain transferees of any such person or group, will become void.
The Board of Directors may redeem the rights for $.003 per right at any
time before the 10th calendar day following a "share acquisition date" or
the earlier expiration of the rights.
The exercise price, the fraction of a Preferred Share (or Common Shares)
that may be purchased upon exercise of the rights and the redemption price
are subject to adjustment from time to time to prevent dilution.
The terms of the rights are set forth in the Restated Rights Agreement.
The provisions of the Restated Rights Agreement may be amended by the
Board of Directors to cure any ambiguity or correct any defect or
inconsistency. Prior to the close of business on the 10th calendar day
following the occurrence of a "share acquisition date," the Restated
Rights Agreement also may be amended to make any other change that the
Board of Directors deems to be consistent with the purposes of the
Restated Rights Agreement and not adverse to the interests of the Company
and its stockholders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Index to Exhibits
(b) No reports on Form 8-K were filed during the three months
ended September 30, 1998.
-11-<PAGE>
SIGNATURE
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.
TBC CORPORATION
October 22, 1998 By /s/ Ronald E. McCollough
Ronald E. McCollough
Executive Vice President,
Chief Financial Officer
and Treasurer
-12-<PAGE>
INDEX TO EXHIBITS
Located at
Sequentially
Exhibit No. Description Numbered Page
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES:
4.1 Amended and Restated Rights Agreement, dated as
of July 23, 1998, between TBC Corporation and
BankBoston, N.A., as Rights Agent, including as
Exhibit A thereto the form of Rights Certificate,
was filed as Exhibit 4.1 to the TBC Corporation
Form 8-A/A-1 Registration Statement filed with the
Commission on July 30, 1998 and is incorporated
herein by reference to such previous filing . . . . . -
4.2 Sixth Amendment, dated September 23, 1998, to Short
Term Credit Agreement among TBC Corporation, the
lending institutions party thereto, First Tennessee
Bank National Association as Administrative Agent,
and NBD Bank as Co-Agent. . . . . . . . . . . . . . . 14
-13-<PAGE>
EXHIBIT 4.2
SIXTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT (the "Amendment") is
entered into this the 23 day of September, 1998, by and among TBC
CORPORATION ("Borrower"), FIRST TENNESSEE BANK NATIONAL ASSOCIATION as
administrative agent ("Administrative Agent") for itself as Lender and the
other undersigned Lenders, FIRST NATIONAL BANK OF CHICAGO and SUNTRUST
BANK, NASHVILLE, N.A. (each a "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and the Lenders are each
a party to the Short Term Credit Agreement dated September 25, 1996 as
previously amended (the "Credit Agreement"); and
WHEREAS, the parties hereto have agreed to amend the Credit Agreement on
the terms and conditions hereinafter set out.
NOW, THEREFORE, for valuable consideration the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Capitalized terms used herein but not otherwise defined shall have
the meaning set forth in the Credit Agreement.
2. Article I of the Credit Agreement is hereby amended by amending and
restating the definition of "Termination Date" in its entirety, as follows:
"Termination Date" means November 23, 1998 or such earlier date of
termination of the lenders' obligations pursuant to Section 8.1 upon the
occurrence of an Event of Default."
3. In all other respects the Credit Agreement is hereby ratified and
remains in full force and effect.
4. This Amendment may be executed in any number of counterparts by the
parties hereto, each of which shall then be deemed to be an original and
all of which taken together shall constitute one and the same agreement.
-14-<PAGE>
IN WITNESS WHEREOF, the undersigned duly authorized officers have
executed this Amendment on behalf of the parties on this the 23 day of
September, 1998.
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as Administrative Agent
and Lender
By:/s/ Tim J. Miller
Title: National Account Officer
SUNTRUST BANK, NASHVILLE, N.A.
By:/s/ Renee D. Drake
Title: Vice President
FIRST NATIONAL BANK OF CHICAGO
By:/s/ Curtis Price
Title: Managing Director
LENDERS
TBC CORPORATION
By:/s/ Ronald E. McCollough
Title: Executive Vice President
& Chief Financial Officer
BORROWER
-15-<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> (8118)<F1>
<SECURITIES> 0
<RECEIVABLES> 101560
<ALLOWANCES> 7444
<INVENTORY> 95014
<CURRENT-ASSETS> 206669
<PP&E> 65386
<DEPRECIATION> 26060
<TOTAL-ASSETS> 292495
<CURRENT-LIABILITIES> 88561
<BONDS> 0
0
0
<COMMON> 2121
<OTHER-SE> 132045
<TOTAL-LIABILITY-AND-EQUITY> 292495
<SALES> 480319
<TOTAL-REVENUES> 480319
<CGS> 405598
<TOTAL-COSTS> 405598
<OTHER-EXPENSES> 49974
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4305
<INCOME-PRETAX> 20442
<INCOME-TAX> 8067
<INCOME-CONTINUING> 12375
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12375
<EPS-PRIMARY> .54<F2>
<EPS-DILUTED> .54
<FN>
<F1>THIS ITEM IS SHOWN NET OF "OUTSTANDING CHECKS,NET" ON THE CONSOLIDATED
BALANCE SHEETS.
<F2>AMOUNT IS "BASIC" EPS AS COMPUTED PER FASB STATEMENT NO. 128.
</FN>
</TABLE>
