UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-11355
BINDLEY WESTERN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 84-0601662
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
(Address of principal executive offices)
(Zip Code)
(317) 298-9900
(Registrant's telephone number,
including area code)
No Change
(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 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 _________
The number of shares of Common Stock outstanding as of March 31, 1998 was
16,085,612.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(000's omitted except share data)
(unaudited)
Three-month period ended
March 31,
-----------------------------------
1998 1997
-----------------------------------
Revenues:
Net sales from stock $ 897,410 $ 634,624
Net brokerage sales 1,064,361 1,000,039
-----------------------------------
Total net sales 1,961,771 1,634,663
Other income 615 396
-----------------------------------
1,962,386 1,635,059
-----------------------------------
Cost and expenses:
Cost of products sold 1,918,647 1,601,832
Selling, general and administrative 24,605 18,634
Depreciation and amortization 1,946 1,814
Interest 3,990 3,468
-----------------------------------
1,949,188 1,625,748
-----------------------------------
Earnings before income taxes 13,198 9,311
-----------------------------------
Provision for income taxes 5,246 3,790
Minority interest in net income of
consolidated subsidiary 378
===================================
Net earnings $ 7,574 $ 5,521
===================================
Earnings per share:
Basic $ 0.48 $ 0.48
Diluted $ 0.45 $ 0.40
Average shares outstanding:
Basic 15,858,358 11,578,906
Diluted 16,984,214 15,510,944
Pro forma earning per share:
Basic $ 0.36 $ 0.36
Diluted $ 0.34 $ 0.30
Pro forma average shares outstanding:
Basic 21,138,788 15,438,586
Diluted 22,264,645 20,503,033
(See accompanying notes to consolidated financial statements)
<PAGE>
BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(000's omitted except share data)
(unaudited)
March 31, December 31,
1998 1997
-----------------------------------
Assets
Current assets:
Cash $ 29,686 $ 42,895
Accounts receivable, less allowance
for doubtful accounts of $4,297
for 1998 and $4,756 for 1997 547,803 606,265
Finished goods inventory 530,660 520,769
Deferred income taxes 10,307 9,707
Other current assets 4,798 5,389
-----------------------------------
1,123,254 1,185,025
-----------------------------------
-----------------------------------
Other assets 67 76
-----------------------------------
-----------------------------------
Related party receivable 3,281 3,228
-----------------------------------
Fixed assets, at cost 99,009 89,704
Less: accumulated depreciation (23,306) (22,076)
-----------------------------------
75,703 67,628
-----------------------------------
-----------------------------------
Intangibles 34,589 35,050
-----------------------------------
===================================
Total assets $ 1,236,894 $ 1,291,007
===================================
Liabilites and Shareholders' Equity
Current liabilities:
Short-term borrowings $ 178,000 $ 147,000
Accounts payable 634,738 734,346
Other current liabilities 18,796 16,570
-----------------------------------
831,534 897,916
-----------------------------------
-----------------------------------
Long-term debt 32,122 32,142
-----------------------------------
-----------------------------------
Deferred income taxes 4,343 4,343
-----------------------------------
-----------------------------------
Minority interest 11,387 11,010
-----------------------------------
Shareholders' equity:
Common stock, $.01 par value authorized
30,000,000 shares; issued 16,480,554
and 16,135,319 shares, respectively 3,363 3,359
Special shares, $.01 par value-authorized
1,000,000 shares
Additional paid in capital 203,905 198,764
Retained earnings 154,657 147,400
----------------------------------
361,925 349,523
Less: shares in treasury-at cost
394,942 and 380,942 shares, respectively (4,417) (3,927)
----------------------------------
----------------------------------
Total shareholders' equity 357,508 345,596
----------------------------------
----------------------------------
Commitments and contingencies
----------------------------------
==================================
Total liabilities and shareholders' equity $ 1,236,894 $ 1,291,007
==================================
(See accompanying notes to consolidated financial statements)
<PAGE>
BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted except share data)
(unaudited)
Three-month period ended
March 31,
-----------------------------------
1998 1997
-----------------------------------
Cash flow from operating activities:
Net income $ 7,574 $ 5,521
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization 1,946 1,814
Minority interest 378
Deferred income taxes (600) (600)
Gain on sale of fixed assets (47) (38)
Change in assets and liabilities,
net of acquisition:
Accounts receivable 58,462 (119,869)
Finished goods inventory (9,891) 73,438
Accounts payable (99,608) (92,889)
Other current assets and liabilities 2,817 (1,021)
-----------------------------------
Net cash used by operating activities (38,969) (133,644)
-----------------------------------
Cash flow from investing activities:
Purchase of fixed assets and other assets (9,584) (2,843)
Proceeds from sale of fixed assets 79 56
Related party note receivable (53)
-----------------------------------
Net cash used by investing activities (9,558) (2,787)
-----------------------------------
Cash flow from financing activities:
Proceeds from sale of stock 5,145 1,404
Addition (reduction) in long term debt (20) 7
Proceeds under line of credit agreement 547,500 365,000
Payments under line of credit agreement (516,500) (252,500)
Purchase of common shares for treasury (490) (276)
Dividends (317) (233)
-----------------------------------
Net cash provided by financing activities 35,318 113,402
-----------------------------------
Net increase (decrease) in cash (13,209) (23,029)
Cash at beginning of period 42,895 63,658
===================================
Cash at end of period $ 29,686 $ 40,629
===================================
(See accompanying notes to consolidated financial statements)
<PAGE>
BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements have been prepared by
the Company without audit. Certain information and footnote disclosures,
including significant accounting policies, normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The Company believes that the
financial statements for the three-month periods ended March 31, 1998 and
1997 include all necessary adjustments for fair presentation. Results for
any interim period may not be indicative of the results of the entire year.
2. The Company is a defendant in a consolidated class action filed in the
United States District Court for the Northern District of Illinois in 1993
which names the Company, five other pharmaceutical wholesalers and 26
pharmaceutical manufacturers as defendants, In re Brand Name Prescription
Drugs Litigation, MDL 997. Plaintiffs allege that pharmaceutical
manufacturers and wholesalers conspired to fix prices of brand-name
prescription drugs sold to retail pharmacies at artificially high levels in
violation of the federal antitrust laws. The plaintiffs seek injunctive
relief, unspecified treble damages, costs, interest and attorneys' fees.
The Company has denied the complaint allegations.
Several of the manufacturer defendants and the class plaintiffs have
reached settlement agreements. The trial against the remaining defendants,
including the Company, is scheduled to begin on September 14, 1998.
On November 20, 1997, the trial court granted leave to certain retail
pharmacies which had "opted out" of the class action to amend their
complaints to add the wholesalers, including the Company, as defendants.
The majority of these "opt-out" complaints, which initially named only
pharmaceutical manufacturers as defendants, were filed in 1994 and 1995.
At this time, the Company has been served with 115 amended complaints by
the "opt-out" plaintiffs. One hundred eleven of these complaints contain
allegations and claims for relief that are substantially similar to those
in the federal class action. The four remaining amended complaints add
allegations that the defendants' conduct violated state law. The Company
has denied the complaint allegations.
On November 20, 1997, Eckerd Corporation filed a complaint naming 11
manufacturers and three wholesalers, including the Company, as defendants.
Also on November 20, 1997, American Drug Stores filed a complaint naming 11
manufacturers and six wholesalers, including the Company, as defendants.
These complaints contain allegations and claims for relief that are
substantially similar to those in the federal class action. The Company has
denied the allegations in these complaints.
On July 1, 1996, the Company and several other wholesalers were joined as
the defendants in a seventh amended and restated complaint filed in the
Circuit Court of Greene County, Alabama, Durrett v. The Upjohn Company,
Civil Action No. 94-029. The case was first filed in 1994. The plaintiffs
claim the prices of prescription drugs they purchase in interstate commerce
are artificially high because of alleged illegal activities of the
defendant pharmaceutical manufacturers and wholesalers. The plaintiffs seek
monetary damages, injunctive relief and punitive damages. The Company has
denied the allegations of the complaint.
On October 21, 1994, the Company entered into an agreement with five other
wholesalers and 26 pharmaceutical manufacturers covering all of the cases
listed above. Among other things, the agreement provides that for all
judgments that might be entered against both the manufacturer and
wholesaler defendants, the Company's total exposure for joint and several
liability is limited to $1,000,000 and the six wholesaler defendants are
indemnified for $9,000,000 in related legal fees and expenses.
The Company is unable to form a reasonably reliable conclusion regarding
the likelihood of a favorable or unfavorable outcome of these cases. The
Company believes the allegations of liability are without merit with regard
to the wholesaler defendants and that the attendant liability of the
Company, if any, would not have a material adverse effect on the Company's
financial condition or liquidity. Adverse decisions, although not
anticipated, could have an adverse material effect on the Company's results
of operations.
3. On October 7, 1996, the Company and its subsidiary, National Infusion
Services (now known as Priority Healthcare Services Corporation) ("PHSC"),
were named as defendants in an action filed by Thomas G. Slama, M.D. in the
Superior Court of Hamilton County, Indiana which is now pending in that
Court as Cause No. 29D03-9702-CP-81. Dr. Slama is a former director of the
Company and formerly was Chief Executive Officer and President of PHSC. The
complaint alleges breach of contract and defamation arising from the
termination of Dr. Slama's employment with PHSC in October 1996, and seeks
damages in excess of $3.4 million, punitive damages, attorneys' fees and
costs. The Company and PHSC believe Dr. Slama terminated his employment
without "cause" (as defined in his employment agreement), and
alternatively, that PHSC had grounds to terminate Dr. Slama for "cause"
under his employment agreement. The Company and PHSC have answered the
complaint, denying the merits of Dr. Slama's claims, and have also filed a
counterclaim against Dr. Slama seeking, among other things, declaratory
relief, compensatory and (in some instances) treble damages, punitive
damages, attorneys' fees, interest and costs. Dr. Slama moved to dismiss
portions of the counterclaim, which motion was denied by the court on July
14, 1997. The Company and PHSC thereafter filed an amended counterclaim
adding additional claims against Dr. Slama. On March 12, 1998, Dr. Slama
filed a motion for leave to amend his complaint to add Priority and William
E. Bindley as defendants and to state additional claims for breach of
contract, breach of oral contract, breach of fiduciary duty, securities
fraud and conversion. On April 10, 1998, the Company filed its objection to
Dr. Slama's motion. In response, on May 1, 1998, Dr. Slama filed a second
motion for leave to amend his complaint, which alleges essentially the same
claim as contained in the first amended complaint. The Company has entered
into an Indemnification and Hold Harmless Agreement with Priority, whereby
the Company has agreed to indemnify and hold harmless Priority and its
subsidiaries from and against any and all claims, losses, liabilities,
costs, damages, charges and expenses (including without limitation legal
and other professional fees) which they might incur or which may be charged
against them in any way based upon, connected with or arising out of the
lawsuit filed by Dr. Slama. The Company intends to vigorously oppose Dr.
Slama's most recent motion to amend his complaint, and to vigorously defend
the amended complaint in the event his motion is granted. Discovery is
proceeding, and the matter is currently set for trial on March 9, 1999. The
Company and PHSC are contesting Dr. Slama's complaint and pursuing their
counterclaim vigorously. Although the outcome of any litigation is
uncertain, the Company believes after consultation with its counsel that
the attendant liability of the Company, if any, should not have a material
adverse effect on the Company's financial condition or liquidity. An
adverse decision, although not anticipated, could have a material effect on
the Company's results of operations.
4. On April 15, 1998, the Company announced a 4-for-3 stock split of the
Company's Common Stock to be effected as a stock dividend to all
shareholders of record at the close of business on May 21, 1998. The pro
forma earnings per share and average shares outstanding reflect the effect
of the stock split on a retroactive basis.
5. Rite Aid Corp. informed the Company that Rite Aid has signed a supply
agreement with McKesson Corporation that will begin in May 1998. In 1997,
Rite Aid Corp. comprised 18% of the Company's sales. However, the Company
does not believe the loss of this customer will negatively impact its
results of operations. Sales to Rite Aid are predominantly to their
warehouses. In 1997 the resources the Company expended on servicing Rite
Aid's pharmaceutical warehouse programs were such that they generated an
overall negative return. In addition, the Company is only servicing a
portion of the Rite Aid California stores on a direct store basis. The
logistical costs involved in servicing these stores are high, and thus, the
contribution from the direct store delivery segment is not sufficient to
produce an overall favorable return.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations.
Effective July 31, 1997, the Company purchased substantially all of the
operating assets and assumed most of the liabilities and contractual obligations
of Tennessee Wholesale Drug Company, Inc. ("TWD"). TWD is a full-line,
full-service wholesale drug company with distribution facilities in Nashville,
Tennessee, Baltimore, Maryland and Tampa, Florida. Effective August 6, 1997,
Priority Healthcare Corporation ("PHC") a subsidiary of the Company, acquired
substantially all of the operating assets and assumed most of the liabilities of
Grove Way Pharmacy, Inc., a specialty distributor of vaccines and injectables
located in Castro Valley, California. The financial statements include the
results of operations from the respective effective dates of acquisition.
Net sales for the first quarter increased 20% from $1,635 million in
1997 to $1,962 million in 1998. However, the loss of Rite Aid Corp. will have a
negative impact on net sales in the future. For the first quarter of 1998, TWD
sales of $62 million represented 19% of the increase. The remainder was
generated by internal growth. This growth resulted from both brokerage type
sales ("brokerage sales") and sales from the Company's inventory ("from stock
sales"). Consolidations within both the wholesale and chain drug industries
continued to provide growth in brokerage sales. These sales generate very little
gross margin, however they provide for increased working capital and support the
Company's programs to attract more direct store delivery business from chain
customers. Brokerage sales for the first quarter of 1998 increased 6.4% over
1997. From stock sales for the first quarter increased 41.4% (31.6% excluding
TWD) over 1997. These sales include sales from the Company's inventory to chain
customers and direct store delivery business. In the first quarter of 1998, the
Company continued its commitment to expand its presence in the direct store
delivery portion of the business through increased sales to existing customers
and the addition of new customers. Direct store delivery sales increased 48.9%
and represented 43.2% of total sales in the first quarter of 1998 as opposed to
34.8% in the first quarter of 1997. In both periods, the increase related to
price increases was approximately equal to the increase in the Consumer Price
Index. Sales of PHC for the first quarter increased 12% from $52.1 million in
1997 to $58.1 million in 1998. This growth was essentially generated internally
and reflected primarily the addition of new customers, new product
introductions, additional sales to existing customers and, to a lesser extent,
inflationary price increases.
Gross margin of $43.1 million for the first quarter of 1998 represented
an increase of 31.4% over the first quarter of 1997. TWD gross margin
represented 31.3% of this increase, while internal growth accounted for the
remainder. The increase resulting from internal growth was the result of the
overall increase in net sales, and increased sales to the higher margin
alternate care/alternate site and direct store delivery markets. The increased
sales to these higher margin markets resulted in an increase in gross margin as
a percent of net sales for the three month period from 2.01% in 1997 to 2.20% in
1998. In both periods, the pressure on sell side margins continued to be a
significant factor and the purchasing gains associated with pharmaceutical price
inflation remained relatively constant. Gross margins for PHC of $6.8 million
for 1998 represented a 21% increase over 1997. The increase was attributable to
the distribution business having more sales of higher gross margin items and
increased sales in the higher margin pharmacy business.
Other income increased as a result of finance charges on certain
customers receivables and interest income related to PHC investing funds
received from its October 1997 Initial Public Offering.
Selling, general and administrative ("SGA") expenses for the
three-month period increased from $18.6 million in 1997 to $24.6 million in
1998. The first quarter of 1998 includes incremental SGA of $1.8 million related
to TWD. The remainder resulted from normal inflationary increases and costs to
support the growing direct store delivery program of the Company and the
alternate care/alternate site business of PHC. The cost increases related to the
direct store delivery and the alternate care/alternate site programs include,
among others, delivery expenses, warehouse expense and labor costs, which are
variable with the level of sales volume. SGA expenses will continue to increase
as direct store delivery and alternate care/alternate site sales increase.
However, total SGA expense as a percent of from stock sales for the first
quarter decreased from 2.9% in 1997 to 2.7% in 1998. Management remains focused
on controlling SGA through improved technology, better asset management and
opportunities to consolidate distribution centers. In 1998, SGA included
non-recurring expenses of approximately $250,000 related to start up expenses of
new distribution centers in Portland, Oregon and Woodland, California.
Depreciation and amortization on new facilities, expansion and
automation of existing facilities and investments in management information
systems resulted in increases in depreciation and amortization expense. For the
three-month period the expense increased from $1.8 million in 1997 to $1.9
million in 1998.
Interest expense for the three-month period increased from $3.5 million
in 1997 to $4.0 million in 1998. The average short-term borrowings outstanding
in 1998 were $189 million at an average short-term interest rate of 6.5%, as
compared to $97 million at an average short-term interest rate of 6.3% in 1997.
On August 27, 1997, the Company called for redemption all of its outstanding 6
1/2% Convertible Subordinated Debentures Due 2002.
The provision for income taxes represented 39.75% and 40.70% of earnings
before taxes for the first quarter of 1998 and 1997, respectively.
Rite Aid Corp. informed the Company that Rite Aid has signed a supply
agreement with McKesson that will begin in May 1998. In 1997, Rite Aid Corp.
comprised 18% of the Company's sales. However, the Company does not believe the
loss of this customer will negatively impact its results of operations. Sales to
Rite Aid are predominantly to their warehouses. In 1997 the resources the
Company expended on servicing Rite Aid's pharmaceutical warehouse programs were
such that they generated an overall negative return. In addition, the Company is
only servicing a portion of the Rite Aid California stores on a direct store
basis. The logistical costs involved in servicing these stores are high, and
thus, the contribution from the direct store delivery segment is not sufficient
to produce an overall favorable return.
The Company is still considering a pro rata distribution to its
shareholders of all of the Class A Common Stock of PHC. The proposed spin-off
would separate the Company's wholesale drug business from the wholesale drug and
alternate care/alternate site business of PHC. The contemplated spin-off would
be subject to obtaining a favorable tax ruling,ompliance with applicable
securities and governmental regulations and other business and economic
considerations.
Liquidity-Capital Resources.
For the three-month period ended March 31, 1998, the Company's
operations consumed $39.0 million in cash. The use of funds resulted from a
reduction in accounts payable and an increase in inventories. These uses are
offset by the reduction in accounts receivables. The reduction in accounts
payable is attributed to the timing of payment of invoices resulting from the
year-end build-up of inventories and timing of payment terms. The increase in
the merchandise inventory is due to the continued procurement of inventory for
the increased customer base and the reduction in accounts receivable resulted
from timing of customers' payments. The Company continues to closely monitor
working capital in relation to economic and competitive conditions. However, the
emphasis on direct-store delivery and alternate care business will continue to
require both net working capital and cash.
Capital expenditures, predominantly for the purchase of the corporate
offices and warehouse facilities, the expansion and automation of existing
warehouses and the investment in additional management information systems were
$9.6 million during the period.
The net increase in borrowings under the Company's bank credit
agreement was $31 million during the period. At March 31, 1998 the Company had
borrowed $178 million under the bank credit agreement and had a remaining
availability of $92 million.
The Company believes that its cash on hand, cash equivalents, line of
credit and working capital management efforts are sufficient to meet future
working capital requirements.
The Company's principal working capital needs are for inventory and
accounts receivable. The Company sells inventory to its chain drug warehouse and
other customers on various payment terms. This requires significant working
capital to finance inventory purchases and entails accounts receivable exposure
in the event any of its chain warehouse or other significant customers encounter
financial difficulties. Although the Company monitors closely the
creditworthiness of its major customers and, when feasible, obtains security
interests in the inventory sold, there can be no assurance that the Company will
not incur the write off or write down of chain warehouse or other significant
accounts receivable in the future.
Year 2000.
The Company has conducted a review of its computer systems to
identify and address all code changes, testing, and implementation procedures
necessary to make its systems year 2000 compliant. The Company believes that
with the exception of the wholesale purchasing and accounting programs of the
J.E. Goold Division, which is based in Portland, Maine, all systems will be
fully compliant by the end of fiscal 1998. The J.E. Goold Division is scheduled
to be converted to the Company's system during the first quarter of 1999.
Although the Company will consider the status of a Company's computer systems in
evaluating any future acquisition opportunities, there can be no assurance that
acquisitions made or contemplated by the Company will be year 2000 compliant by
the date of purchase. There can also be no assurance that the systems of other
companies with which it transacts business will be updated or converted in a
timely manner, or that such failure will not have a material adverse effect on
the Company's operations. The Company estimates that it will incur approximately
$275,000 during fiscal 1998 and $200,000 during fiscal 1999 for the cost of this
project.
Forward Looking Statements.
Certain statements included in this quarterly report which are not
historical facts are forward looking statements. Such forward looking statements
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward looking statements involve certain
risks and uncertainties including, but not limited to, changes in interest
rates, competitive pressures, changes in customer mix, financial stability of
major customers, investment procurement opportunities, changes in government
regulations or the interpretation thereof and the ability of the Company and the
entities with which it transacts business to modify or redesign their computer
systems to work properly in the year 2000, which could cause actual results to
differ from those in the forward looking statements.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth in Note 2 to the Notes to Consolidated Financial
Statements set forth elsewhere in this Report is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Selected Financial Data Schedule
(b) Reports on Form 8-K
None
<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.
May 14, 1997 BINDLEY WESTERN INDUSTRIES, INC.
BY /s/ Thomas J. Salentine
Thomas J. Salentine
Executive Vice President
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000722808
<NAME> Bindley Western Drug Company
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 29,686
<SECURITIES> 0
<RECEIVABLES> 547,803
<ALLOWANCES> 4,297
<INVENTORY> 530,660
<CURRENT-ASSETS> 1,123,254
<PP&E> 99,009
<DEPRECIATION> 23,306
<TOTAL-ASSETS> 1,236,894
<CURRENT-LIABILITIES> 831,534
<BONDS> 32,122
0
0
<COMMON> 3,363
<OTHER-SE> 354,145
<TOTAL-LIABILITY-AND-EQUITY> 1,236,894
<SALES> 1,961,771
<TOTAL-REVENUES> 1,962,386
<CGS> 1,918,647
<TOTAL-COSTS> 1,949,188
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 825
<INTEREST-EXPENSE> 6,990
<INCOME-PRETAX> 13,198
<INCOME-TAX> 5,246
<INCOME-CONTINUING> 7,574
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,574
<EPS-PRIMARY> .48
<EPS-DILUTED> .45
</TABLE>
