WORLD FUEL SERVICES CORP
10-Q, 1999-02-02
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

 (Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 R 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998

[ ]   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 1-9533

                         WORLD FUEL SERVICES CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
             

                      FLORIDA                            59-2459427
          ------------------------------            -------------------
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)
          

    700 SOUTH ROYAL POINCIANA BLVD., SUITE 800
              MIAMI SPRINGS, FLORIDA                       33166
    ------------------------------------------          ----------
     (Address of Principal Executive Offices)            (Zip Code)
    

   Registrant's Telephone Number, including area code: (305) 884-2001

      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 [ ].

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      As of January 26, 1999, the registrant had a total of 12,206,277 shares of
common stock, par value $0.01 per share, issued and outstanding.


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

The following unaudited, condensed consolidated financial statements of World
Fuel Services Corporation (the "Company") have been prepared in accordance with
the instructions to Form 10-Q and, therefore, omit or condense certain footnotes
and other information normally included in financial statements prepared in
accordance with generally accepted accounting principles. In the opinion of
management, all adjustments necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the nine months ended December 31, 1998, will not be necessarily
indicative of the results for the entire fiscal year ending March 31, 1999.

                                  Page 2 of 15

<PAGE>
<TABLE>
<CAPTION>

                WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES
                          
                          CONSOLIDATED BALANCE SHEETS
                                   
                                  (UNAUDITED)

                                     ASSETS

                                                      DECEMBER 31, 1998    MARCH 31, 1998
                                                      -----------------    --------------
<S>                                                     <C>                 <C>
CURRENT ASSETS:
Cash and cash equivalents                               $ 11,833,000        $ 14,459,000
Accounts receivable, net of allowance for
 bad debts of $4,663,000 and $4,594,000
 at December 31 and March 31, 1998, respectively          89,026,000          81,648,000
Inventories                                                5,476,000           5,504,000
Prepaid expenses and other current assets                 11,868,000           5,937,000
                                                        ------------        ------------

  Total current assets                                   118,203,000         107,548,000
                                                        ------------        ------------

PROPERTY, PLANT AND EQUIPMENT, at cost:
Land                                                       1,054,000           1,054,000
Buildings and improvements                                 3,155,000           3,098,000
Office equipment and furniture                             6,171,000           5,286,000
Plant, machinery and equipment                            19,119,000          17,458,000
Construction in progress                                   1,876,000             230,000
                                                        ------------        ------------

                                                          31,375,000          27,126,000
Less accumulated depreciation
 and amortization                                         10,659,000           9,065,000
                                                        ------------        ------------

                                                          20,716,000          18,061,000
                                                        ------------        ------------
OTHER ASSETS:
Unamortized cost in excess of net
 assets of acquired companies, net of
 accumulated amortization                                 15,214,000          15,402,000
Other                                                      2,759,000           2,248,000
                                                        ------------        ------------

                                                        $156,892,000        $143,259,000
                                                        ============        ============
</TABLE>

                                  (Continued)

                                  Page 3 of 15

<PAGE>
<TABLE>
<CAPTION>
                WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

                                   (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     DECEMBER 31, 1998    MARCH 31, 1998
                                                     -----------------    --------------
<S>                                                    <C>                 <C>         
CURRENT LIABILITIES:
Current maturities of long-term debt                   $    123,000        $    119,000
Accounts payable and accrued expenses                    41,731,000          40,560,000
Customer deposits                                         2,806,000           2,536,000
Accrued salaries and wages                                2,379,000           1,851,000
Income taxes payable                                        875,000           2,381,000
                                                        ------------        ------------

   Total current liabilities                             47,914,000          47,447,000
                                                       ------------        ------------

LONG-TERM LIABILITIES                                    10,723,000           3,901,000
                                                       ------------        ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value;
 100,000 shares authorized, none issued                          --                  --
Common stock, $0.01 par value;
 25,000,000 shares authorized; 12,222,000 and
 12,481,000 shares issued and outstanding at
 December 31 and March 31, 1998, respectively               125,000             125,000
Capital in excess of par value                           26,782,000          26,479,000
Retained earnings                                        75,083,000          65,364,000
Less treasury stock, at cost                              3,735,000              57,000
                                                       ------------        ------------

                                                         98,255,000          91,911,000
                                                       ------------        ------------

                                                       $156,892,000        $143,259,000
                                                       ============        ============
</TABLE>

                                  Page 4 of 15

<PAGE>

                WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)


                                     NINE MONTHS ENDED DECEMBER 31,
                                     -----------------------------
                                         1998            1997
                                     ------------    ------------

Revenue                              $561,160,000    $600,978,000

Cost of sales                         517,286,000     565,216,000
                                     ------------    ------------

Gross profit                           43,874,000      35,762,000
                                     ------------    ------------

Operating expenses:
   Salaries and wages                  15,884,000      12,301,000
   Provision for bad debts              2,360,000         217,000
   Other                               11,970,000       9,075,000
                                     ------------    ------------

                                       30,214,000      21,593,000
                                     ------------    ------------

Income from operations                 13,660,000      14,169,000

Other income, net                       1,091,000       1,702,000
                                     ------------    ------------

Income before income taxes             14,751,000      15,871,000

Provision for income taxes              3,171,000       3,795,000
                                     ------------    ------------

Net income                           $ 11,580,000    $ 12,076,000
                                     ============    ============


Basic earnings per common share      $       0.93    $       0.99
                                     ============    ============

Weighted average shares                12,432,000      12,163,000
                                     ============    ============

Diluted earnings per common share    $       0.92    $       0.97
                                     ============    ============

Weighted average shares - diluted      12,611,000      12,445,000
                                     ============    ============


                                  Page 5 of 15

<PAGE>

                WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)


                                    THREE MONTHS ENDED DECEMBER 31,
                                    ------------------------------
                                         1998            1997
                                     ------------    ------------

Revenue                              $187,809,000    $208,879,000

Cost of sales                         173,594,000     196,424,000
                                     ------------    ------------

Gross profit                           14,215,000      12,455,000
                                     ------------    ------------

Operating expenses:
   Salaries and wages                   5,335,000       4,402,000
   Provision for bad debts                288,000         203,000
   Other                                4,042,000       3,246,000
                                     ------------    ------------

                                        9,665,000       7,851,000
                                     ------------    ------------

Income from operations                  4,550,000       4,604,000

Other income, net                         551,000         573,000
                                     ------------    ------------

Income before income taxes              5,101,000       5,177,000

Provision for income taxes              1,122,000       1,029,000
                                     ------------    ------------

Net income                           $  3,979,000    $  4,148,000
                                     ============    ============


Basic earnings per common share      $       0.32    $       0.34
                                     ============    ============

Weighted average shares                12,304,000      12,163,000
                                     ============    ============

Diluted earnings per common share    $       0.32    $       0.33
                                     ============    ============

Weighted average shares - diluted      12,399,000      12,501,000
                                     ============    ============

                                  Page 6 of 15

<PAGE>
<TABLE>
<CAPTION>
                WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                                 NINE MONTHS ENDED DECEMBER 31,
                                                                 ------------------------------
                                                                      1998             1997
                                                                  ------------     ------------
<S>                                                               <C>              <C>         
Cash flows from operating activities:
    Net income                                                    $ 11,580,000     $ 12,076,000
                                                                  ------------     ------------
    Adjustments to reconcile net income
      to net cash provided by operating activities -
         Depreciation and amortization                               2,090,000        1,769,000
         Provision for bad debts                                     2,360,000          217,000
         Deferred income tax provision                                 185,000          508,000
         Other non-cash operating credits                             (115,000)        (424,000)

         Changes in assets and liabilities:
           (Increase) decrease in -
             Accounts receivable                                   (15,566,000)      (9,605,000)
             Inventories                                                28,000       (1,677,000)
             Prepaid expenses and other current assets                (928,000)      (1,919,000)
             Other assets                                              354,000           80,000

           Increase (decrease) in -
             Accounts payable and accrued expenses                   1,182,000        7,691,000
             Customer deposits                                         270,000         (310,000)
             Accrued salaries and wages                                528,000          208,000
             Income taxes payable                                   (1,506,000)       1,662,000
             Deferred compensation                                    (272,000)         (44,000)
                                                                  ------------     ------------

             Total adjustments                                     (11,390,000)      (1,844,000)
                                                                  ------------     ------------

      Net cash provided by operating activities                        190,000       10,232,000
                                                                  ------------     ------------
Cash flows from investing activities:
    Additions to property, plant and equipment                      (4,340,000)      (2,279,000)
    Advances to aviation joint venture, net                           (885,000)        (259,000)
    Issuance of notes receivable                                      (300,000)            --
    Proceeds from notes receivable                                     913,000          655,000
                                                                  ------------     ------------

         Net cash used in investing activities                    $ (4,612,000)    $ (1,883,000)
                                                                  ------------     ------------
</TABLE>

                                  Page 7 of 15

<PAGE>
<TABLE>
<CAPTION>
                WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                   (Continued)


                                                             NINE MONTHS ENDED DECEMBER 31,
                                                             -----------------------------
                                                                 1998             1997
                                                             ------------     ------------
<S>                                                          <C>              <C>          
Cash flows from financing activities:
    Dividends paid on common stock                           $ (1,873,000)    $ (1,824,000)
    Borrowings under revolving credit facility, net             3,460,000             --
    Repayment of long-term debt                                   (87,000)         (96,000)
    Proceeds from issuance of common stock                        296,000             --
                                                             ------------     ------------

      Net cash provided by (used in) financing activities       1,796,000       (1,920,000)
                                                             ------------     ------------

Net (decrease) increase in cash and cash equivalents           (2,626,000)       6,429,000

Cash and cash equivalents, at beginning of period              14,459,000       11,035,000
                                                             ------------     ------------

Cash and cash equivalents, at end of period                  $ 11,833,000     $ 17,464,000
                                                             ============     ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Cash paid during the period for:
      Interest                                               $    147,000     $     87,000
                                                             ============     ============

    Income taxes                                             $  4,577,000     $  1,583,000
                                                             ============     ============
</TABLE>


SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:

Cash dividends declared, but not yet paid, totaling $613,000 and $608,000 are
included in accounts payable and accrued expenses as of December 31, 1998 and
1997, respectively.

During the nine months ended December 31, 1998, the Company borrowed $3,540,000
for the repurchase of 289,600 shares of the Company's common stock. The
repurchased common stock is shown in the treasury stock section of the balance
sheet. The stock purchases were made pursuant to an August 1998 Board of
Directors authorization to repurchase up to $6,000,000 of the Company's common
stock. The Company also received 10,754 shares of the Company's common stock
from the escrowed shares related to the acquisition of the Baseops group, in
settlement for $138,000 of uncollectible accounts receivable.

During the nine months ended December 31, 1998, the Company reclassified
approximately $5,828,000 from accounts receivable to notes receivable. The notes
receivable are shown in the Prepaid and other current assets and in the Other
assets sections of the balance sheet.

                                  Page 8 of 15

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS

THE NINE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 1997

      The Company's revenue for the nine months ended December 31, 1998 was
$561,160,000, a decrease of $39,818,000, or 6.6%, as compared to revenue of
$600,978,000 for the corresponding period of the prior year, the result of a
substantial decline in world oil prices. The Company's revenue during these
periods was attributable to the following segments:

                                          NINE MONTHS ENDED DECEMBER 31,  
                                             1998             1997 
                                          ------------    -------------

          Aviation Fueling                $243,999,000    $291,852,000
          Marine Fueling                   299,004,000     289,367,000
          Oil Recycling                     18,157,000      19,759,000
                                          ------------    ------------

          Total Revenue                   $561,160,000    $600,978,000
                                          ============    ============

      The aviation fueling segment contributed $243,999,000 in revenue for the
nine months ended December 31, 1998. This represented a decrease in revenue of
$47,853,000, or 16.4%, as compared to the same period of the prior year. The
decrease in revenue was due to decreases in the average price per gallon and the
volume of gallons sold. The marine fueling segment contributed $299,004,000 in
revenue for the nine months ended December 31, 1998, an increase of $9,637,000,
or 3.3%, over the corresponding period of the prior year. The increase in
revenue was related primarily to an increase in the volume of metric tons sold,
partially offset by a decrease in the average sales price per metric ton sold.
The oil recycling segment contributed $18,157,000 in revenue for the nine months
ended December 31, 1998, a decrease of $1,602,000, or 8.1%, as compared to the
same period of the prior year. The decrease in revenue was due to decreases in
the volume and average sales price per gallon of recycled oil sold, partially
offset by higher used oil and waste water collection revenue.

      The Company's gross profit of $43,874,000 for the nine months ended
December 31, 1998 increased $8,112,000, or 22.7%, as compared to the same period
of the prior year. The Company's gross margin increased from 6.0% for the nine
months ended December 31, 1997, to 7.8% for the nine months ended December 31,
1998. The Company's aviation fueling business achieved a 9.1% gross margin for
the nine months ended December 31, 1998, as compared to 5.6% achieved for the
same period during the prior year. This resulted principally from a decline in
the average price per gallon sold, as well as an increase in the average gross
profit per gallon and the addition of Baseops, an aviation services company
which the Company acquired effective January 1998. The Company's marine fueling
segment achieved a 5.6% gross margin for the nine months ended December 31,
1998, as compared to a 4.6% gross margin for the same period of the prior year.
This was the result of lower world oil prices. The gross margin in the Company's
oil recycling segment decreased from 30.3% for the nine months ended December
31, 1997, to 26.0% for the nine months ended December 31, 1998. This decrease
resulted from a lower gross profit per gallon of recycled oil sold, due
primarily to lower fuel prices and the fixed costs of this segment.

                                  Page 9 of 15

<PAGE>

      Total operating expenses for the nine months ended December 31, 1998 were
$30,214,000, an increase of $8,621,000, or 39.9%, as compared to the same period
of the prior year. The increase resulted primarily from the inclusion of
operating expenses for the Baseops companies, an increase in the provision for
bad debts in the aviation and marine segments, and expenses incurred in business
expansion activities.

      The Company's  income from operations for the nine months ended December
31, 1998 was $13,660,000,  a decrease of $509,000, or 3.6%, as compared to the
same period of the prior year.  Income from  operations  during these  periods
was attributable to the following segments:

                                         NINE MONTHS ENDED DECEMBER 31,  
                                              1998            1997 
                                         -------------    ------------

          Aviation Fueling                $  9,999,000    $ 10,023,000
          Marine Fueling                     5,878,000       4,359,000
          Oil Recycling                      2,006,000       3,773,000
          Corporate Overhead                (4,223,000)     (3,986,000)
                                          ------------    ------------

          Total Income from Operations    $ 13,660,000    $ 14,169,000
                                          ============    ============

      The aviation fueling segment's income from operations was $9,999,000 for
the nine months ended December 31, 1998, a decrease of $24,000, or 0.2%, as
compared to the nine months ended December 31, 1997. This resulted from a
decrease in the volume of gallons sold and an increase in operating expenses, as
previously discussed. Largely offsetting was a higher average gross profit per
gallon sold. The marine fueling segment earned $5,878,000 in income from
operations for the nine months ended December 31, 1998, an increase of
$1,519,000, or 34.8%, over the corresponding period of the prior year. This
increase was primarily the result of a higher volume of metric tons traded,
partially offset by higher operating expenses, as previously discussed. Income
from operations of the oil recycling segment decreased by $1,767,000, or 46.8%,
for the nine months ended December 31, 1998, as compared to the same period of
the prior year. This resulted from a decrease in gross profit due to lower world
oil prices and higher operating expenses.

      Other income for the nine months ended December 31, 1998 decreased
$611,000, or 35.9% over the corresponding period of the prior year, as a result
of lower earnings from the Company's aviation joint venture. The Company's
effective income tax rate for the nine months ended December 31, 1998 was 21.5%,
as compared to 23.9% for the same period of the prior year. This decrease is the
result of a true-up of U.S. income taxes for overaccruals in prior periods and
an overall decline in foreign taxes.

      Net income for the nine months ended December 31, 1998 was $11,580,000, a
decrease of $496,000, or 4.1%, as compared to net income of $12,076,000 for the
nine months ended December 31, 1997. Diluted earnings per share of $0.92 for the
nine months ended December 31, 1998 exhibited a $0.05, or 5.2% decrease over the
$0.97 achieved during the same period of the prior year.

                                 Page 10 of 15

<PAGE>


THE THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 1997

      The Company's revenue for the three months ended December 31, 1998 was
$187,809,000, a decrease of $21,070,000, or 10.1%, as compared to revenue of
$208,879,000 for the corresponding period of the prior year, the result of a
substantial decline in world oil prices. The Company's revenue during these
periods was attributable to the following segments:

                                   THREE MONTHS ENDED DECEMBER 31, 
                                        1998            1997 
                                   ------------    --------------

                Aviation Fueling    $ 81,422,000    $ 96,398,000
                Marine Fueling       100,490,000     105,656,000
                Oil Recycling          5,897,000       6,825,000
                                    ------------    ------------

                Total Revenue       $187,809,000    $208,879,000
                                    ============    ============

      The aviation fueling segment contributed $81,422,000 in revenue for the
three months ended December 31, 1998. This represented a decrease in revenue of
$14,976,000, or 15.5%, as compared to the same period of the prior year. The
decrease in revenue was largely due to a lower average price per gallon sold, as
well as a lower volume of gallons sold. The marine fueling segment contributed
$100,490,000 in revenue for the three months ended December 31, 1998, a decrease
of $5,166,000, or 4.9%, over the corresponding period of the prior year. The
decrease in revenue was related primarily to a decrease in the average sales
price per metric ton sold, partially offset by an increase in the volume of
metric tons sold. The oil recycling segment contributed $5,897,000 in revenue
for the three months ended December 31, 1998, a decrease of $928,000, or 13.6%,
as compared to the same period of the prior year. The decrease in revenue was
due to a decrease in the average sales price per gallon of recycled oil sold and
a decrease in the volume of recycled oil sold, partially offset by higher used
oil and waste water collection revenue.

      The Company's gross profit of $14,215,000 for the three months ended
December 31, 1998, increased $1,760,000, or 14.1%, as compared to the same
period of the prior year. The Company's gross margin increased from 6.0% for the
three months ended December 31, 1997, to 7.6% for the three months ended
December 31, 1998. The Company's aviation fueling business achieved a 9.3% gross
margin for the three months ended December 31, 1998, as compared to 5.8%
achieved for the same period during the prior year. This resulted principally
from the decline in the average price per gallon sold, as well as from an
increase in the average gross profit per gallon sold and the addition of
Baseops. The Company's marine fueling segment achieved a 5.0% gross margin for
the three months ended December 31, 1998, as compared to a 4.8% gross margin for
the same period of the prior year. This resulted from a decrease in the average
price per metric ton. The gross margin in the Company's oil recycling segment
increased from 26.0% for the three months ended December 31, 1997, to 27.5% for
the three months ended December 31, 1998. This increase resulted from higher
used oil and wastewater collection revenue, and a higher gross profit per gallon
of recycled oil sold.

                                 Page 11 of 15

<PAGE>

      Total operating expenses for the three months ended December 31, 1998 were
$9,665,000, an increase of $1,814,000, or 23.1%, as compared to the same period
of the prior year. The increase resulted primarily from the inclusion of
operating expenses for the Baseops group of companies.

      The  Company's  income  from  operations  for  the  three  months  ended
December 31, 1998 was $4,550,000,  a decrease of $54,000, or 1.2%, as compared
to the same period of the prior  year.  Income from  operations  during  these
periods was attributable to the following segments:


                                         THREE MONTHS ENDED DECEMBER 31, 
                                              1998            1997 
                                          -----------     -------------

          Aviation Fueling                $ 3,717,000     $ 3,155,000
          Marine Fueling                    1,813,000       1,802,000
          Oil Recycling                       593,000       1,004,000
          Corporate Overhead               (1,573,000)     (1,357,000)
                                          -----------     -----------

          Total Income from Operations    $ 4,550,000     $ 4,604,000
                                          ===========     ===========

      The aviation fueling segment's income from operations was $3,717,000 for
the three months ended December 31, 1998, an increase of $562,000, or 17.8%, as
compared to the three months ended December 31, 1997. This resulted from an
increase in the average gross profit per gallon sold, partially offset by a
decrease in volume and an increase in operating expenses due to a higher
provision for bad debts, and expenses related to Baseops and business expansion
activities. The marine fueling segment earned $1,813,000 in income from
operations for the three months ended December 31, 1998, consistent with the
corresponding period of the prior year. Income from operations of the oil
recycling segment decreased by $411,000, or 40.9%, for the three months ended
December 31, 1998, as compared to the same period of the prior year. This
segment was adversely impacted by the significantly lower world oil prices,
which reduced gross profit, and an increase in operating expenses.

      Net income for the three months ended December 31, 1998 was $3,979,000, a
decrease of $169,000, or 4.1%, as compared to net income of $4,148,000 for the
three months ended December 31, 1997. Diluted earnings per share of $0.32 for
the three months ended December 31, 1998 exhibited a $0.01, or 3.0% decrease
over the $0.33 achieved during the same period of the prior year.


LIQUIDITY AND CAPITAL RESOURCES

      Cash and cash equivalents amounted to $11,833,000 at December 31, 1998, as
compared to $14,459,000 at March 31, 1998. The principal uses of cash and cash
equivalents during the nine months of fiscal 1999 were $4,340,000 for capital
expenditures and $1,873,000 in dividends paid on common stock. Other components
of changes in cash and cash equivalents are detailed in the Consolidated
Statements of Cash Flows.

                                 Page 12 of 15

<PAGE>

      Working capital as of December 31, 1998 was $70,289,000 exhibiting a
$10,188,000 increase from working capital as of March 31, 1998. As of December
31, 1998, the Company's accounts receivable, excluding the allowance for bad
debts, amounted to $93,689,000, an increase of $7,447,000, as compared to the
March 31, 1998 balance. In the aggregate, accounts payable, accrued expenses and
customer deposits increased $1,441,000. The net increase in trade credit of
$6,006,000 was primarily attributable to the marine segment. The allowance for
bad debts as of December 31, 1998 amounted to $4,663,000, an increase of $69,000
compared to the March 31, 1998 balance. During the nine months of fiscal 1999,
the Company charged $2,360,000 to the provision for bad debts and had
charge-offs in excess of recoveries of $2,291,000.

      Prepaid and other current assets as of December 31, 1998 were $11,868,000,
exhibiting an increase of $5,931,000 from the March 31, 1998 balance. The
increase was largely related to the reclassification of $5,828,000 in accounts
receivable to notes receivable. Accrued salaries and wages increased $528,000
during the nine months of fiscal 1999, resulting from higher performance
bonuses.

      Capital expenditures for the nine months of fiscal 1999 consisted
primarily of $1,485,000 for the implementation of a new financial and sales
information system and $1,982,000 in plant, machinery and equipment related to
the oil recycling segment. During the fourth quarter of fiscal 1999, the Company
anticipates spending approximately $800,000 to complete the implementation of
the financial and sales system and $500,000 to upgrade plant, machinery and
equipment. The Company also anticipates spending an estimated $1,000,000
sometime in the future, if and when it may be required to clean up contamination
which was present at one of the Company's sites when it was acquired by the
Company. The clean up costs will be capitalized as part of the cost of the site,
up to the fair market value of the site.

      Stockholders' equity amounted to $98,255,000, or $8.04 per share at
December 31, 1998, compared to $91,911,000, or $7.36 per share at March 31,
1998. This increase of $6,344,000 was due to $11,580,000 in earnings for the
nine months ended December 31, 1998 and $296,000 from the issuance of common
stock, partially offset by $1,862,000 in declared dividends and $3,540,000 for
the purchase of treasury stock.

      The Company's working capital requirements are not expected to vary
substantially for the fourth quarter of fiscal 1999. The Company expects to meet
its cash requirements for the balance of fiscal 1999 from existing cash,
operations and additional borrowings, as necessary, under its existing credit
facility. The Company's business has not been significantly affected by
inflation during the periods discussed in this report.


YEAR 2000 ISSUE

      The Company has been evaluating date-sensitive software and equipment for
Year 2000 compliance. The Company is currently implementing a financial and
sales system, which is Year 2000 compliant, and is expected to be completed by
September 30, 1999. There can be no assurance that there will not be an adverse
effect on the Company if third parties do not convert their systems in a timely
manner and in a way that is compatible with the Company's systems.

                                 Page 13 of 15

<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            None

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

            None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None

ITEM 5.     OTHER INFORMATION

            None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            27  Financial Data Schedule (for SEC use only).

            (a) During the three months ended December 31, 1998, the Company did
                not file any reports on Form 8-K.

                                 Page 14 of 15

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

      DATE: February 2, 1999        WORLD FUEL SERVICES CORPORATION

                                          By:   /s/ JERROLD BLAIR
                                                ------------------------
                                                JERROLD BLAIR
                                                PRESIDENT


                                          By:   /s/ CARLOS A. ABAUNZA
                                                ------------------------
                                                CARLOS A. ABAUNZA
                                                CHIEF FINANCIAL OFFICER
                                                (Principal Financial and
                                                Accounting Officer)

                                 Page 15 of 15


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S DECEMBER 31, 1998 UNAUDITED FINANCIAL STATEMENTS FILED ON FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                      11,833,000
<SECURITIES>                                         0
<RECEIVABLES>                               93,689,000
<ALLOWANCES>                                 4,663,000
<INVENTORY>                                  5,476,000
<CURRENT-ASSETS>                           118,203,000
<PP&E>                                      31,375,000
<DEPRECIATION>                              10,659,000
<TOTAL-ASSETS>                             156,892,000
<CURRENT-LIABILITIES>                       47,914,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       125,000
<OTHER-SE>                                  98,130,000
<TOTAL-LIABILITY-AND-EQUITY>               156,892,000
<SALES>                                    561,160,000
<TOTAL-REVENUES>                           561,160,000
<CGS>                                      517,286,000
<TOTAL-COSTS>                              517,286,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                             2,360,000
<INTEREST-EXPENSE>                             178,000
<INCOME-PRETAX>                             14,751,000
<INCOME-TAX>                                 3,171,000
<INCOME-CONTINUING>                         11,580,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                11,580,000
<EPS-PRIMARY>                                     0.93
<EPS-DILUTED>                                     0.92
        

</TABLE>


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