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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the twelve months ended December 27, 1996
Commission file number: 0-23198
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3536544
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
2050 SPECTRUM BOULEVARD, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip code)
(954) 938-7600
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock--$.01 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of class)
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold on
February 21, 1997, was $742,844,900.
Number of shares of Registrant's Common Stock, par value $.01 per share
("Common Stock"), outstanding on February 21, 1997 was 19,548,550.
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DOCUMENTS INCORPORATED BY REFERENCE
Certain specified portions of the registrant's definitive proxy statement to
be filed within 120 days after December 27, 1996, are incorporated herein by
reference in response to Part III, Items 11 through 13, inclusive.
CHANGE IN FISCAL YEAR
During the nine months ended December 30, 1994, the Company changed its
fiscal year from a 52- or 53-week year ending on the last Friday in March to a
52- or 53-week year ending on the last Friday in December. The change in fiscal
year was made to align the Company's year end more closely with the standard for
companies in the flexible staffing industry. Consistent with the Company's
financial reporting, the information presented in this Form 10-K covers the
twelve months ended December 27, 1996, and, when applicable, the twelve months
ended December 29, 1995 and December 30, 1994. The year ended December 30, 1994
contained 53 weeks and the years ended December 27, 1996 and December 29, 1995
contained 52 weeks.
PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Interim Services Inc. ("Interim" or, the "Company") has evolved
significantly since its founding in 1946. Originally, the Company was formed to
provide temporary industrial and light industrial services and has since
expanded to provide a wide range of services. Nursing and home care services
were first provided in 1966 and the Company has since expanded to provide a wide
range of flexible staffing services. The Company is organized into two
divisions: the Commercial Division and the HealthCare Division.
On August 16, 1978, the Company, then known as Personnel Pool of America,
Inc., was acquired by H&R Block, Inc. ("Block"). On January 22, 1991, Block
acquired another temporary service business, Interim Systems Corporation
("ISC"). At the time of the acquisition, ISC was providing clerical,
secretarial, light industrial and healthcare personnel through 178 branch
offices in 20 states and three Canadian provinces. The businesses of the Company
and ISC were combined on December 31, 1991. On June 15, 1992, the Company
changed its name to "Interim."
On January 27, 1994, the Company completed an initial offering of its Common
Stock to the public at $20 per share ("IPO"). Since its IPO, the Company has
acquired fourteen flexible staffing companies including five companies acquired
in the fiscal year ending 1994, five companies acquired in fiscal year 1995, and
four companies in fiscal year 1996. The five companies acquired in 1994 had pro
forma combined revenue of $41.4 million (assuming full year results). The five
companies acquired in 1995 had pro forma combined revenue of $119.0 million
(assuming full year results). The four companies acquired in 1996 had pro forma
combined revenue of $105.0 (assuming year ended prior to acquisition results).
On August 7, 1996 Interim Common Stock began trading on the New York Stock
Exchange. On October 17, 1996 the Company completed a public offering of
4,250,000 shares of its $0.01 par value Common Stock (300,000 shares were sold
by certain selling shareholders and 3,950,000 shares were sold by the Company)
at $43.25 per share. Net proceeds to the Company were approximately $163.1
million, of which $131.7 million was used to repay borrowings under the
Company's credit facilities. The balance of the proceeds are being held in
short-term investments and are available for continued growth both internally
and through acquisitions.
2
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company operates within one industry segment, providing flexible
staffing in the United States, Puerto Rico, Canada, The Netherlands and the
United Kingdom.
DESCRIPTION OF BUSINESS
The Company is a leader in providing a comprehensive range of customized
staffing solutions, including flexible staffing, home care, full-time placement,
consulting and other value-added services on a national basis to businesses,
professional and service organizations, governmental agencies, health care
facilities and individuals. As of December 27, 1996, the Company operated
through a network of 998 offices in the U.S., Canada, The Netherlands and the
United Kingdom. Management believes that, based on system-wide sales, the
Company is currently the fourth largest provider of staffing services in the
United States and is the seventh largest provider in the world.
The Company provides commercial and health care services through two
divisions, each offering numerous specialized skills. The Commercial Division is
divided into two units, Commercial Staffing and Professional Services, which
currently represent approximately 53% and 27% of total Company revenues,
respectively. Commercial Staffing fulfills client requirements for temporary
clerical and light industrial skills, in addition to temporary and permanent
workforce management. Professional Services offers consulting and staffing
services in the areas of information technology ("IT"), legal, accounting,
search and human resources. The HealthCare Division provides physicians, nurses,
therapists, home health aides and home companions and currently represents
approximately 20% of total Company revenues.
GROWTH STRATEGY
The Company's goal is to drive revenue and earnings growth by providing the
most innovative human resource solutions worldwide. The Company's strategy
emphasizes broad geographic coverage, a comprehensive range of services and
customized client solutions. Management believes that the Company's proven
earnings performance, brand identity, aggressive growth strategy and
entrepreneurial operating environment are key competitive advantages. The
following details the major elements of the Company's strategy.
INCREASE REVENUE THROUGH OFFICE EXPANSION
The Company maintains an aggressive growth strategy which includes
establishing company-owned branches, adding licensed and franchised offices and
making strategic acquisitions. Growth through acquisition is generally preferred
when building experience in a particular professional service area or when an
acquisition in traditional commercial staffing or home care business will enable
Interim to fill-in or expand into an important geographic market. The Company's
successful diversified growth strategy provides Interim with significant
flexibility in evaluating alternative methods for expansion.
3
Since the IPO, the Company has increased its office base by approximately
41% to 998, adding approximately $265 million in revenues from 14 acquired
flexible staffing companies. The following table provides detail of the
Company's acquisitions since the IPO.
ACQUISITION NUMBER OF REVENUES
ACQUIRED COMPANY DATE OFFICES (1) IN MILLIONS (2) PRIMARY SERVICES
- ----------------------------------- ---------- --------------- --------------- -----------------------------------
PROFESSIONAL SERVICES
Brandon Systems Corporation........ 5/96 32 $ 89.0 IT Consulting and Staffing
Of-Counsel......................... 5/96 1 1.0 Attorney, Paralegal and Legal
Secretary Staffing
Computer Power Group............... 12/95 17 81.0 IT Consulting and Staffing
Hernand & Partners................. 11/95 3 2.7 Attorneys Staffing
Juntunen........................... 10/95 2 13.6 IT Staffing, HR Consulting and
Retained Search
OCS Services & Group............... 6/95 5 16.1 IT Consulting and Staffing
Career Associates/Career Temps..... 6/95 5 5.6 Accounting Staffing/Search
HEALTHCARE
Therapy Staff Services/Gulf
Rehab............................ 10/94 1 12.1 Therapy Staffing
Hospital Staffing Services......... 9/94 18 23.5 Home care
Med South Health Care.............. 8/94 1 1.2 Home care
Community Home Health
Professionals.................... 6/94 4 3.0 Home care
COMMERCIAL STAFFING
Allround/Interplan (Netherlands)... 11/96 6 15.0 Clerical and Light Industrial
ICS Temporary Services............. 12/94 1 1.6 Clerical and Light Industrial
--
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Total.......................... 96 $ 265.4
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(1) Office count at the time of acquisition.
(2) Revenues shown for 1995 and 1994 acquisitions reflect annualized results for
the year. 1996 acquisitions reflect revenues for the year ended prior to
acquisition.
In addition to external acquisitions, Interim usually purchases franchises
and licenses which are for sale. The Company is generally the purchaser of
choice when an Interim franchisee or licensee decides to sell its business. The
Company has a first right of refusal on any franchise sale at the same terms and
conditions as may be agreed with another purchaser and has a standard purchase
option on licenses. Overall, company-owned branches yield higher profits than
franchised or licensed offices and therefore the purchase of these offices is
accretive to overall earnings.
AGGRESSIVELY GROW PROFESSIONAL SERVICES
As part of its acquisition focus, Interim plans to continue to target
aggressive growth in its Professional Services businesses. Demand continues to
expand for professional staffing services, reflecting changing attitudes toward
workforce management and the proliferation of technical skills required in an
office environment. The Company believes that such services tend to provide
higher margins and to be less cyclical than traditional flexible staffing and to
provide attractive opportunities to cross-sell other Interim services. Since the
IPO, approximately $210 million of the $265 million in acquired revenues have
been in Professional Services.
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LEVERAGE COMMON BRAND IDENTITY
Interim is the only national staffing company which provides commercial,
professional and health care services under the same brand name (e.g., Interim
HealthCare, Interim Technology, Interim Accounting Professionals, Interim Legal
Professionals, Interim Attorneys, Interim Personnel). Such brand identity
facilitates cross-selling as management has found that customers appreciate the
ability to do business with a familiar company while also having access to a
broad range of specialists. The common Company identity also facilitates
information flow and smooth interaction among the various Interim offices. In
addition, through its common brand identity the Company and its franchisees are
better able to benefit from national media advertising. Accordingly, all
acquisitions are converted to the Interim name as soon as practicable. The
increasing demand by large companies for centralized staffing services is
increasing the importance of being able to offer a high-profile, wide range of
services over a broad geographic area. Interim is well-positioned to capitalize
on this trend.
PROVIDE INNOVATIVE VALUE-ADDED CLIENT SOLUTIONS
Interim is committed to developing innovative human resource solutions to
meet the evolving needs of its clients and providing quality care for its
patients. For example, in 1993 Interim pioneered the concept of dedicated,
on-site workforce management with Interim On-Premise. Interim On-Premise
accounted for 18% of the Commercial Division's revenue for the twelve months
ended December 27, 1996. Executive search, placement and human resource
consulting services have similarly been added in response to client needs.
Recognizing the changing needs of the health care marketplace and anticipating
the demands of health care payors, Interim developed InterPath, a proprietary
medical record documentation and outcome measurement system for home care
services.
DELIVER SERVICES THROUGH SPECIALIZED OFFICES
Each of the Company's offices is focused on providing staff with a
particular skill set to meet customer needs. The managers and sales people in
these offices have training and experience in the relevant field and are able to
establish relationships with those individuals making the buying decisions for
that service at a client organization. For example, the IT offices market their
services directly to the information resources department head, the accounting
offices market to the controller and the HealthCare offices market to the care
manager. It has been the Company's experience that clients prefer dealing with
an office that "speaks their language" and understands their staffing
requirements.
SUPPORT ENTREPRENEURIAL ENVIRONMENT
The Company seeks highly talented managers who are capable of operating
independently and who will succeed within the Company's decentralized structure.
All Interim managers are compensated based on profits generated within their
scope of responsibility. Branch, area and regional managers are responsible for
their own hiring, pricing, business mix and local promotion. The Company's use
of franchising and licensing contributes to this entrepreneurial environment.
Management believes the Company's decentralized approach provides strong
incentives to manage expenses and increase profits at each office and results in
a creative and committed management team.
THE FLEXIBLE STAFFING INDUSTRY
Demand for staffing services has grown significantly as businesses continue
to increase reliance on temporary personnel to manage operating costs and meet
fluctuating staffing requirements. In addition, many companies use flexible
staffing to reduce administrative overhead by outsourcing operations that are
not part of their core business competencies. Furthermore, the flexible staffing
industry is highly fragmented and is currently experiencing a trend toward
consolidation. The key forces driving consolidation include the growth of
regional or national contracts, expansion of professional specialties and the
need for
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sophisticated management information systems. Smaller staffing companies that
have limited capital and management resources are increasingly finding it
difficult to compete.
TRADITIONAL FLEXIBLE STAFFING MARKET
In 1996, Staffing Industry Report estimated that temporary staffing industry
revenues would be approximately $45 billion and that, from 1991 to 1996, such
revenues would have grown at a compound annual rate of approximately 16%. The
Bureau of Labor Statistics reports that the flexible staffing industry was the
fastest growing employment category in 1996 in the United States, and projects
that flexible staffing will be the seventh fastest growing from 1995 through
2005, increasing over four times faster than the general labor force.
PROFESSIONAL AND IT STAFFING MARKETS
Certain categories of professional staffing services are experiencing
considerable growth, in excess of the industry as a whole, as companies realize
they can enjoy the same type of flexibility for personnel such as computer
programmers, accountants, paralegals and attorneys as they do with traditional
flexible staff. Furthermore, the use of technology has led to a dramatic rise in
demand for technical project support, software development and other
computer-related services. Corporations are outsourcing many of these
departments and/or utilizing flexible staffing to attempt to keep pace with
rapidly changing technology and increasing demand for these types of technical
skills.
Revenues from technical/computer temporary staffing were estimated to have
grown from $5.7 billion in 1993 to $11.4 billion in 1996, which would represent
a compound annual growth rate of approximately 26%. In addition, revenues from
professional/specialty temporary staffing were estimated to have grown from $2.4
billion in 1993 to $4.8 billion in 1996, which would represent a compound annual
growth rate of approximately 26% according to Staffing Industry Report.
HEALTH CARE STAFFING INDUSTRY
Health care staffing services include providing general and specialized
health care skills and companionship in the home environment, as well as
providing the same health care skills in hospitals, nursing homes, HMOs and
other health care facilities. Home care is one of the fastest growing sectors of
the health care industry and home health aides are expected to be the fastest
growing occupation from 1992 through 2005, according to the Labor Department.
Contributing to the growth of home care is national pressure to reduce
health care costs. Studies indicate that the cost of home care averages 40% to
70% of that of institutional care. In addition, industry growth is driven by the
increase in overall demand for health care for the aging American population and
by technological advances which have made it possible to perform many
sophisticated medical procedures in the home.
COMMERCIAL DIVISION
The Commercial Division provides skills in two primary areas, traditional
commercial flexible staffing and professional services. Each area offers a
comprehensive range of skills to fulfill client requirements and are described
below.
COMMERCIAL STAFFING. The traditional flexible staffing business entails
providing a wide variety of clerical, administrative, assembly and light
industrial skills. In addition to supplying personnel to perform general office
tasks such as reception, copying and filing, the Company provides personnel who
are proficient in word processing, graphics, spreadsheets or database
management. In the light industrial area, Interim supplies personnel to perform
light industrial tasks such as electronic and precision assembly, PC board
assembly, packaging, shipping and receiving, warehousing, landscaping,
construction and equipment
6
operation. The Company also offers full-time placement of these skills.
Approximately 53% of the Company's total revenues are currently derived from
Commercial Staffing.
INTERIM ON-PREMISE. Four years ago, the Company introduced a new staffing
concept, Interim On-Premise, whereby a client delegates management of its
flexible staffing needs to the Company, allowing the client to focus on its core
business activities. On-Premise has evolved to include managing a client's
entire workforce on-site, a significant portion of which is permanent staff. To
better serve its On-Premise clients, the Company has developed proprietary
software that is designed to facilitate managing the productivity of personnel
at the client's work site. On-Premise offices are predominantly company-owned.
Since the concept was introduced, revenues from On-Premise clients have grown to
18% of Commercial Division revenues for the fiscal year ended December 27, 1996.
The Company has found that Interim On-Premise clients, which currently tend
to utilize Commercial Staffing services, are very receptive to other Interim
services, particularly in the Professional Services area. On-Premise managers
are well positioned to build on established relationships with key people at
client organizations to introduce Professional Services. Conversely,
Professional Services' employees often can identify instances where clients need
additional staffing services and introduce Interim On-Premise. Management
believes the Company's geographic and service breadth provide a strong
competitive advantage in securing such broad-reaching assignments.
PROFESSIONAL SERVICES. Professional Services offers a comprehensive range
of consulting and staffing services in the areas of IT, legal, accounting,
search and human resources. The Company provides personnel with skills in
specialized professional areas, including software analysts, computer
programmers, network administrators, attorneys, paralegals, court reporters,
accountants and human resource managers. In addition, the Company offers
full-time placement, recruiting, consulting and executive retained search
services. The Company believes that Professional Services tend to be less
cyclical than traditional flexible staffing and that higher margins and
cross-selling opportunities are associated with these services. Management
believes that Professional Services has substantial growth opportunities, and
therefore the Company will continue to target disproportionate growth in these
areas. Approximately 27% of the Company's total revenues are currently derived
from Professional Services.
INFORMATION TECHNOLOGY. Through acquisitions made since the IPO, Interim
has built a leading information consulting and staffing services group operating
through more than 50 offices in the United States and two locations in the
United Kingdom. Now consolidated as Interim Technology, they provide a spectrum
of strategic IT services including consulting, flexible staffing and outsourcing
services. Interim Technology services can be subdivided into three specialty
offerings, Interim Search Solutions, the Consulting Group and the Staffing
Solutions Group.
Interim Search Solutions provides a range of search services for technology
specialties in positions up to and including Chief Information Officer. The
group offers both contingency and fully retained search services. Contingency
search results in payment only when a candidate has been placed at a company
whereas retained search, which is generally for senior management positions,
results in payments for services rendered, irrespective of placement.
The Consulting Group specializes in the areas of software design,
development, quality assurance, implementation and management. The Group has
separate practices to supply specialized skills in the areas of client/server,
legacy systems, network integration, software quality management, systems
engineering and technical communications, and is a preferred skills provider for
leading IT product companies such as Microsoft, SAP and Novell. In addition, the
Consulting Group provides management of the significant conversions necessary to
correct many mainframe software's inability to recognize dates after December
31, 1999, the "millennium problem". The Consulting Group provides longer term
staffing and consulting services utilizing highly trained employees.
7
The Staffing Solutions Group provides operations-based technical and
professional staffing and support for IT operations including help desk and data
center operations, operations analysis, communications, operations and PC
support. This group also offers a unique outsourcing service whereby its clients
maintain complete strategic control of their IT functions but are relieved of
technology staffing and performance issues. Management believes that this
service engenders a partnering relationship by providing the traditional savings
of outsourcing while enabling clients to preserve strategic control over their
information systems and data. The Staffing Solutions Group generally provides
large numbers of personnel for shorter assignments.
LEGAL SERVICES. The Company's legal offices provide attorneys, paralegals,
court reporters, legal secretaries and deposition summary services predominantly
to law firms and corporations. In addition, the Company has a "Depolab" at its
corporate headquarters which utilizes proprietary software that permits law
firms to have depositions summarized into 13 different formats. The centralized
Depolab concept enhances supervision, confidentiality and quality control while
making better use of human resources which would otherwise be located in various
local offices.
ACCOUNTING. Interim Accounting Professionals provides accounting and
finance personnel at all levels including bookkeepers, degreed accountants,
certified public accountants, auditors and controllers. The Company provides
flexible staffing and full-time placement capabilities for its clients.
HUMAN RESOURCE SERVICES. Interim HR Solutions offices provide human
resource consulting and project management at client locations or on an
outsourced basis. In addition, skilled professionals such as contract recruiters
and human resource directors are available for project assignments. This group's
expertise ranges from organizational development and training to compensation,
plan design and benefits analysis.
HEALTHCARE DIVISION
Health care staffing services includes providing general and specialized
health care skills and companionship in the home environment, as well as
providing the same health care skills in hospitals, nursing homes, HMOs and
other health care facilities. Management believes Interim is the second largest
health care staffing company in North America, based on sales. The HealthCare
Division provides a broad range of personnel including physicians, nurses,
therapists, home health aides and companions, occupational health and on-site
medical personnel. During 1996, 78% of the HealthCare Division's revenues were
derived from home care services, with the balance being derived from Health Care
Special Services for hospitals, clinics, nursing homes and corporations with
occupational health programs. Approximately 20% of the Company's total revenues
are currently derived from the HealthCare Division.
HOME CARE
Interim provides a comprehensive, integrated approach to home care. Primary
services include health aides, home companions and skilled nursing services.
Additional services include activities such as home infusion services and the
delivery of home medical equipment. Registered nurses and licensed practical
nurses perform full clinical procedures, including dispensing medication,
administering intravenous therapy and providing post-surgery wound care. In
addition, nurses examine and record patients' progress, provide patient
instructions and teaching, make periodic reports to the physicians in charge and
carry out physicians' instructions. Home health aides are trained to assist the
ill, elderly or disabled. Home companions visit patients in their homes to
provide companionship and attend to other social and personal needs.
Medicare business, for which the Company is only reimbursed for its costs,
is not a principal focus of the Company's strategy and represents approximately
4% of the Company's revenues. Management believes that maintaining federal
Medicare certification is important, however, as it serves as a widely
8
recognized indicator of quality and standing in local communities and is
important in obtaining more profitable business.
HEALTHCARE SPECIAL SERVICES
INSTITUTIONAL STAFFING. The institutional staffing sector provides licensed
health care personnel for hospitals, nursing homes, HMOs and other health care
facilities. Hospitals utilize temporary nurses to augment core nursing staff
based on the number and condition of hospital patients, and for specialized
staffing needs such as in the intensive care unit, surgery or emergency room.
LOCUM TENENS PHYSICIANS. Interim supplies temporary physicians to physician
groups and clinics, HMOs, and other facilities through nine regionally based
offices which provide complete coverage of the United States. With more offices
than any competitor, Interim is among the largest locum tenens staffing firms
providing primary care physicians in North America. This is a growing, high
margin business, and an example of the type of emerging special opportunities in
the health care industry on which the Company is focusing.
THERAPY SERVICES. The Company's physical and respiratory therapists and
other similar health care professionals provide both home care and health care
staffing services to rehabilitation facilities, school systems, hospitals,
clinics, nursing homes and individuals needing home care all over the country.
These specially trained, licensed personnel are often in short supply, and as a
result, Interim recruits physical, occupational and speech therapists on a
world-wide basis. Interim also offers IN-STEP, a program through which the
Company helps finance overseas training of American students, who would
otherwise be unable to pursue a therapy degree because of the shortage of U.S.
schools offering therapy studies. Upon returning to the U.S. with their degree
and being licensed, these students become members of the Interim workforce for a
minimum of two years.
OCCUPATIONAL HEALTH. In 1995, the Company launched Interim Occupational
Health which manages and staffs on-site clinics and medical health programs for
corporate clients, primarily Fortune 500 companies. Interim Occupational Health
assists companies in enhancing employee safety procedures, developing wellness
programs and implementing aggressive return-to-work policies. Such on-site
management is another example of the Company's services that allow its clients
to focus on their core competencies by reducing job related injuries, thereby
lowering costs and increasing productivity.
9
OFFICE STRUCTURE
Interim offices are company-owned, franchised and licensed. Most offices
serve multiple clients in their respective geographic area, with the exception
of Interim On-Premise sites which are established at the client's location to
serve only that client. The following table details the number of offices which
are company-owned, franchised and licensed as of the end of the periods listed.
FISCAL YEAR ENDED DECEMBER,
-------------------------------------
NUMBER OF OFFICES 1996 1995 1994
- --------------------------------------------------------------------------------------------- ----- ----- -----
BRANCH OFFICES
Commercial Staffing.......................................................................... 191 159 143
Professional Services........................................................................ 92 79 38
HealthCare Services.......................................................................... 99 90 83
HealthCare Special Services.................................................................. 14 14 9
--- --- ---
Total Branch Offices....................................................................... 396 342 273
--- --- ---
FRANCHISED OFFICES
Commercial Staffing.......................................................................... 131 123 101
Professional Services........................................................................ 3 2 3
HealthCare Services.......................................................................... 285 289 265
--- --- ---
Total Franchised Offices................................................................... 419 414 369
--- --- ---
LICENSED OFFICES
Commercial Staffing.......................................................................... 160 163 131
Professional Services........................................................................ 16 11 8
HealthCare Services.......................................................................... 7 10 15
--- --- ---
Total Licensed Offices..................................................................... 183 184 154
--- --- ---
TOTAL OFFICES
Commercial Staffing.......................................................................... 482 445 375
Professional Services........................................................................ 111 92 49
HealthCare Services.......................................................................... 391 389 363
HealthCare Special Services.................................................................. 14 14 9
--- --- ---
Total Offices.............................................................................. 998 940 796
--- --- ---
--- --- ---
OWNED OFFICES
As of December 27, 1996, the Company owned and operated 396 branch offices.
Branch office expansion is generally pursued in markets where Interim has an
established presence and is used to increase market penetration. Additional
expansion is achieved by establishing On-Premise branches at client sites. The
Company intends to continue to expand company-owned branches in those locations
where it can "cluster" multiple offices in close geographic proximity to utilize
centralized regional and area management and other administrative functions
which leverages growth and increases profitability.
FRANCHISED OFFICES
The Company has been granting franchises for more than 38 years. The average
tenure of franchise ownership exceeds 14 years, and a number of franchisees are
second generation owners. Most franchisees operate more than one franchise and
franchises are granted for the services offered by both Commercial and
HealthCare Divisions. While historically Commercial Division franchises tend to
be Commercial
10
Staffing offices, the Company is beginning to offer franchises for Professional
Services offices as well. As of December 27, 1996, the Company's 89 franchisees
operated 419 franchised offices.
The Company grants franchisees the exclusive right to market and furnish
commercial flexible staffing services, health care services or a particular
specialty or niche service within a designated geographic area using the
Company's trade names, service marks, advertising materials, sales programs,
operating procedures, manuals and forms. The Company provides franchises with
its national, regional and local advertising. Franchisees operate their
businesses autonomously within the framework of the Company's policies and
standards and recruit, employ and pay their own full-time and flexible staff.
The Company receives royalty fees from each franchise based upon its sales, and
in return supplies a variety of support and marketing services.
For many years, the Company has had a secured loan program available to
franchisees for working capital or acquisition loans. The Company believes this
loan program has been an important factor in enhancing franchise growth. As of
December 27, 1996, the aggregate balance outstanding on all franchise loans was
$21.3 million.
LICENSED OFFICES
The Company also grants licenses, primarily in its Commercial Division,
which give the licensee the right to establish a business utilizing the
Company's trade names, service marks, advertising materials, sales programs,
operating procedures, manuals and forms within a designated territory. As of
December 27, 1996, the Company operated 183 licensed offices.
Licensees are required to observe the Company's operating procedures and
standards and act as a representative of the Company in recruiting, screening,
classifying, employing and placing flexible staff in response to client orders.
The licensee is responsible for establishing the office and paying related
administrative and operating expenses, such as rent, utilities and salaries of
full-time employees. The Company is responsible for paying the wages of the
flexible staff and all related payroll taxes and insurance. As a result, the
Company provides a substantial portion of the working capital needed for the
licensed businesses. The Company has made a loan program available to licensees
similar to that available to franchisees, although few licensees have accessed
it to-date.
Sales by the licensed offices are included in the Company's revenues, and
the direct costs of services are included in the Company's cost of services. The
licensee receives a commission from the Company, which generally is equivalent
to 75% of the licensed offices' gross profits. The licensee is required to
participate in the Company's national advertising program and use the Company's
billing, payroll and other data processing services for which a separate fee is
paid to the Company.
CORPORATE SUPPORT SERVICES
FIELD SUPPORT. The Company maintains a strong national field support system
to provide services, coordinate marketing and maintain consistent quality
standards throughout the Interim office network. The Company offers a variety of
skill development training for its personnel through Company-generated manuals
and corporate training programs for office management.
CORPORATE SERVICE CENTER. The Company provides its decentralized branch
network with centralized functions for training, payroll, billing, receivables
management, credit and collections, risk management, legal support, cash
management, marketing and healthcare clinical operations. In addition, the
Company has developed a proprietary software program to efficiently maintain
client and flexible staff information, facilitate staffing selection and payroll
functions, as well as provide testing software for consistent skills testing and
information management.
HEALTHCARE CLINICAL OPERATIONS. The Company maintains quality control
standards through its National Clinical Operations Department. This department
sets Company-wide medical policies and
11
procedures and establishes guidelines for compliance with federal, state and
local regulations in order to maintain consistent quality in patient care. All
Interim HealthCare offices have registered nurses who provide supervision of
patient care at the local level and coordinate business strategy with the
national organization. Further, as a part of its overall strategy to become a
full-service home care provider, Interim has entered into a number of
relationships with pharmaceutical and home medical equipment vendors.
CORPORATE MANAGED CARE AND MEDICARE EXPERTISE. During 1996, approximately
9% of the Company's revenues were derived from employer insurance plans, HMO
plans, indemnity insurance plans and private funds. The Company has worked in
tandem with many of the largest HMOs, insurance carriers and healthcare
facilities and has developed experience with per episode and capitated rates, as
well as traditional fee-for-service payment systems.
Approximately 4% of the Company's 1996 revenues were from the Medicare
program and approximately 3% were from Medicaid programs. Proposals have been
advanced to change the current Medicare cost reimbursement scheme by
substituting a prospective payment plan. Most prospective payment proposals
would phase in a payment system under which providers would ultimately receive
payment on a "per episode" basis, with overall payment limits as well as the
opportunity for providers to share in savings to the extent program payments to
providers are less than annual aggregate limits. While there can be no assurance
that any such proposals will be implemented, nor any assurance as to the final
form of such legislation, Interim does not anticipate any adverse impact from
such changes because of its ability to manage its Medicare caseload and its
ability to keep its current Medicare service costs well below existing cost
caps.
TRADEMARKS
In 1992, the Company changed its name and primary identifying trademarks
from "PERSONNEL POOL" and "MEDICAL PERSONNEL POOL" to "INTERIM" and the related
"INTERIM" marks described below. A few locations continue to operate under the
"MEDICAL PERSONNEL POOL" and "PERSONNEL POOL" marks (or related marks used by
such locations prior to acquisition by the Company). The Company has undertaken
extensive national and local advertising and marketing efforts to increase its
name recognition in the marketplace.
The Company uses and has registered with the United States Patent and
Trademark Office the trademarks: INTERIM, INTERIM ACCOUNTING, INTERIM
HEALTHCARE, INTERIM PERSONNEL SERVICES, INTERIM IN-TOUCH, INTERIM LEGAL, INTERIM
ON-PREMISE, INTERIM PHYSICIANS, INTERIM THERAPY, INTERIM TRAVEL NURSE, DEPOSUMS,
INTERPATH, TEMPLINK, SKILL ANALYZER, TEMPORARY HEROES, INTERIM ASSISTED CARE,
MEDICAL PERSONNEL POOL AND PERSONNEL POOL; it uses and has applications for
registration pending for the trademarks: INTERIM COURT REPORTING, INTERIM
OCCUPATIONAL HEALTH, INTERIM TECHNOLOGY, DEPOLAB, and INTERIM ATTORNEYS; and it
uses and claims ownership of the unregistered trademarks: INTERIM CARE
MANAGEMENT, INTERIM PERSONNEL, INTERIM FACILITIES MANAGEMENT, INTERIM FINANCIAL
PERSONNEL, INTERIM HOME CARE, INTERIM MANAGED SERVICES, INTERIM OFFICE
TECHNOLOGY, INTERIM STAFFING and VICTOR PERSONNEL.
INTERIM and INTERPATH are registered trademarks of the Company in Canada.
SEASONALITY OF BUSINESS
The Company's businesses are not seasonal in nature. The Company's
commercial business has historically been considered to be cyclical, often
acting as a coincidental indicator of both economic downswings and upswings.
However, as a result of general shifting of employment patterns and the growth
in On-Premise, this business is becoming less cyclical. In addition, the
Company's healthcare business is
12
not cyclical and tends to dampen any cyclical effects from the commercial
sector. No single customer accounts for more than 1% of the Company's sales.
COMPETITION
The flexible staffing industry is competitive with limited barriers to
entry. In addition to the Company, Manpower, Inc., Accustaff, Inc., Norrell
Corporation, Kelly Services, Inc., and the Olsten Corporation are the principal
national companies in the flexible staffing industry. The Company also competes
with CDI Corporation, Robert Half International, Inc., Keane, Inc., COREStaff,
Inc., and Alternative Resources Corporation, as providers of flexible staffing
in regional or specialty staffing markets and with a variety of smaller, local
providers of flexible staffing. No single competitor has more than a 7% national
market share, based on system-wide sales. The Company and the Olsten Corporation
are the principal national staffing companies providing health care personnel.
Management believes that, based on system-wide sales, the Company is currently
the fourth largest provider of staffing services in the United States and is the
seventh largest provider in the world.
Management believes that the Company's size gives it an advantage over
smaller local competitors. As large companies and government agencies in the
commercial area and large insurance companies, hospitals and physician groups in
the health care area are increasingly contracting staffing services on a
national and regional basis, flexible staffing companies that lack sufficient
presence may be at a disadvantage in bidding for this business.
GOVERNMENTAL REGULATION
Flexible staffing firms are generally subject to one or more of the
following types of government regulations: (i) regulation of the
employer/employee relationship between a firm and its flexible staff; (ii)
registration, licensing, record keeping and reporting requirements; and (iii)
substantive limitations on its operations. Flexible staffing firms are the legal
employers of their temporary workers. Therefore, the firm is governed by laws
regulating the employer/employee relationship such as tax withholding or
reporting, social security or retirement, anti-discrimination and workers'
compensation.
The Company's HealthCare Division is subject to periodic examinations by
government agencies and to extensive government regulation under federal, state
and local law, including licensing requirements, certificate of need
requirements, Medicare and Medicaid certification requirements, reimbursement
requirements, anti-fraud, anti-abuse and anti-kickback statutes and regulations,
and laws prohibiting physician ownership or compensation arrangements with home
healthcare agencies. Healthcare providers are also subject to extensive
documentation requirements of government agencies and industry participants,
such as insurance companies and managed care companies. These regulations can
affect the ability of the Company to collect its fees for services provided.
There can be no assurance that the Company will be able to continue to obtain or
maintain the required governmental approvals or licenses, obtain reimbursement
for its services or avoid compliance or other problems under applicable laws and
regulations.
The federal and state governments have enacted in the past, and will enact
in the future, laws and regulations that affect the provision of and
reimbursement for Medicare services by the Company. However, management believes
that because home care services and flexible staffing enable healthcare
providers to lower the cost of providing medical services, healthcare reform may
increase the use of flexible staffing and home care services, which are less
costly than institutional care.
Currently, 213 Interim Healthcare locations (approximately 55%) are
accredited by the Joint Commission on Accreditation of Healthcare Organizations
("JCAHO"). Applications for accreditation by the JCAHO are pending for
additional branch and franchised offices. JCAHO accreditation can simplify the
process of becoming an approved home care provider under the Medicare program
and becoming licensed
13
to provide home care services in some states. The Company intends to seek JCAHO
accreditation of all branch and licensed offices and to encourage all franchised
offices to do so as well.
New York State requires the approval by the Public Health Council of the New
York State Department of Health ("NYPHC") of any changes in "the controlling
person" of an operator of a licensed healthcare services agency (a "LHCSA").
Control of an entity is presumed to exist if any person owns, controls or holds
the power to vote 10% or more of the voting securities of such entity. A person
seeking approval as a controlling person of an operator of a LHCSA must file an
application for NYPHC approval within 30 days of becoming a controlling person,
and pending a decision by the NYPHC, such person may not exercise control over a
LHCSA. The Company has six offices in New York State which are LHCSAs. These
offices accounted for 1.7% of the Company's revenues during 1996. If any person
should become the owner or holder, or acquire control, or the right to vote 10%
or more of the common stock of the Company, such person could not exercise
control of the Company's LHCSAs until such ownership, control or holding has
been approved by the NYPHC.
The Company's sale of franchises and licenses is regulated by the Federal
Trade Commission and by authorities in approximately 17 states and one Canadian
province. The Company must deliver a franchise offering circular (similar to a
prospectus) to prospective franchisees or licensees. The Company has filed
either the appropriate registration or obtained an exemption from registration
in states which require franchisors to register in order to sell franchises. The
Company does not anticipate that these requirements will have any material
effect on its ability to sell franchises or licenses.
EMPLOYEES
The Company estimates that it placed approximately 410,000 flexible
personnel with clients in 1996, of which approximately 90,000 were placed, on
average, at any given time. In addition, the Company employs approximately 3,700
staff employees at its corporate headquarters, field offices and national
processing center.
ITEM 2. PROPERTIES
The executive offices of the Company are located at 2050 Spectrum Boulevard,
Fort Lauderdale, Florida 33309, in a 113,000 square-foot building owned by the
Company which was constructed in 1989, and expanded in 1996. The Company also
leases approximately 39,000 square feet in two buildings within a mile of its
executive offices for operations associated with its corporate headquarters and
national processing center. These premises are held under short-term leases. All
other offices of the Company and its subsidiaries are operated in premises held
under short-term leases providing fixed monthly rentals, usually with renewal
options.
ITEM 3. LEGAL PROCEEDINGS
The Company, in the ordinary course of its business, is threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters; however, management is of the opinion
that the final resolution of any threatened or pending litigation is not likely
to have a material adverse effect on the financial position or results of
operations of the Company. The Company maintains insurance in such amounts and
with such coverages and deductibles as management believes are reasonable and
prudent. The principal risks that the Company insures against are workers'
compensation, personal injury, bodily injury, property damage, professional
malpractice, errors and omissions and fidelity losses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the twelve months ended December 27, 1996.
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Common Stock is traded on The New York Stock Exchange under the symbol
"IS." High and low prices for the common stock by quarter appear in "Quarterly
Financial Information" on page 40 and is hereby incorporated by reference. On
February 28, 1997, there were approximately 709 holders of record of the
Company's Common Stock.
15
ITEM 6. SELECTED FINANCIAL DATA
FISCAL YEAR ENDED
-------------------------------------------------------------
1996 1995 1994(1) 1993 1992
----------- ----------- ----------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
System-wide Sales (2).............................. $ 1,834,258 $ 1,494,260 $ 1,279,339 $ 1,085,759 $ 973,099
----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ---------
INCOME STATEMENT DATA:
Revenues:
Commercial Division
Commercial Staffing.............................. $ 602,504 $ 515,454 $ 431,348 $ 347,189 $ 281,982
Professional Services............................ 308,793 138,140 99,935 79,691 55,785
HealthCare Division................................ 229,002 205,719 165,614 143,209 135,956
Other Income....................................... 6,852 4,934 7,799 4,171 3,740
----------- ----------- ----------- ----------- ---------
Total Revenues................................. 1,147,151 864,247 704,696 574,260 477,463
Expenses:
Cost of Services................................... 795,789 600,169 491,404 402,039 331,782
----------- ----------- ----------- ----------- ---------
Gross Profit..................................... 351,362 264,078 213,292 172,221 145,681
Selling, General & Admin........................... 243,652 177,105 137,859 119,763 106,346
Licensee Commissions............................... 39,500 37,295 33,796 20,586 12,142
----------- ----------- ----------- ----------- ---------
Results of Operations............................ 68,210 49,678 41,637 31,872 27,193
Merger Expense (3)................................. 8,600 -- -- -- --
Amort. Of Intangibles.............................. 8,802 6,884 6,041 5,671 5,285
Interest Expense (4)(5)............................ 5,696 990 112 1,787 1,570
----------- ----------- ----------- ----------- ---------
Earnings Before Taxes............................ 45,112 41,804 35,484 24,414 20,338
Taxes on Earnings.................................. 22,097 18,071 16,028 11,564 9,855
----------- ----------- ----------- ----------- ---------
Net Earnings................................... $ 23,015 $ 23,733 $ 19,456 $ 12,850 $ 10,483
----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ---------
Net Earnings Per Share (6)......................... $ 1.38 $ 1.52 $ 1.26 $ 0.93 $ 0.76
----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ---------
Net Earnings Per Share (excluding merger
expenses)........................................ $ 1.83
-----------
-----------
Weighted Average Shares............................ 16,709 15,662 15,391 13,873 13,846
BALANCE SHEET DATA:
Total Assets (7)................................... $ 512,490 $ 424,489 $ 275,364 $ 242,925 $ 230,022
Long-term Obligations.............................. -- 60,000 -- 30,000 89,107
Working Capital.................................... 169,283 67,526 81,997 78,898 73,381
OPERATING INFORMATION:
Total Offices (8).................................. 998 940 796 728 674
- --------------------------
(1) The 1994 fiscal year contained 53 weeks. All other years contained 52 weeks.
(2) Includes sales of all company-owned, franchised and licensed offices. Sales
data for franchised offices are derived from reports provided by
franchisees, which are not audited.
(3) On May 23, 1996, the Company completed a merger with Brandon Systems
Corporation ("Brandon"), an IT staffing company. Merger expense represents
all fees and expenses related to the merger, consolidation and restructuring
of the combined companies.
(4) Interest expense is net of interest income earned by Brandon.
(5) Prior to September 25, 1993, the Company's working capital and acquisition
financing were provided by Block. There was no interest charged on
intercompany debt. In conjunction with the IPO, effective September 25,
1993, Block formalized this arrangement by (i) providing a revolving credit
facility in the amount of $20,000 to fund the operating requirements of the
Company; (ii) converting $30,000 of intercompany indebtedness on such date
to a term loan and (iii) contributing $51,289 to the capital of the Company.
The earnings data for fiscal 1992 and 1993 give effect to this arrangement
as if it occurred at the beginning of the periods. Interest expense has been
computed at 6% and income taxes at the statutory rate.
(6) No cash dividend has ever been paid by Interim. However, prior to the
Brandon Merger, Brandon paid cash dividends.
(7) Certain reclassifications have been made to prior periods to conform to
current year presentation.
(8) At end of period.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
This discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and the related Notes included in
this Form 10-K.
The Company operates within one industry segment, providing flexible
staffing in the United States, Canada, The Netherlands and parts of the United
Kingdom. The Company's business is organized into two divisions: Commercial and
HealthCare. The Commercial Division has two business lines, Commercial Staffing
and Professional Services. The HealthCare Division offers home care services as
well as special services.
The Company completed a merger with Brandon Systems Corporation ("Brandon"),
a strategic IT staffing company, on May 23, 1996, which was accounted for under
the pooling-of-interests method of accounting. Accordingly, the historical
information has been restated for all periods prior to the Brandon merger. All
other acquisitions to date have been accounted for under the purchase method of
accounting.
During the nine months ended December 30, 1994, the Company changed its
fiscal year from a 52- or 53-week year ending on the last Friday in March to a
52- or 53-week year ending on the last Friday in December. The change in fiscal
year was made to align the Company's year end more closely with the standard for
companies in the staffing industry. The financial statements have been restated,
for all years presented, to a 52- or 53-week year ending on the last Friday in
December.
GENERAL INDUSTRY TRENDS
Demand for staffing services has grown significantly as businesses continue
to increase reliance on flexible staff to manage operating costs and meet
fluctuating staffing requirements. In addition, many companies use flexible
staffing to reduce administrative overhead by outsourcing operations that are
not part of their core business competencies. Furthermore, the staffing
industry, while highly fragmented, is currently experiencing a trend toward
consolidation, which is contributing to above-market rates of growth for a
number of companies in the industry.
SALES OVERVIEW
System-wide sales data includes sales from all company-owned, franchised and
licensed offices. Sales data for franchised offices are derived from reports
provided by franchisees, which are not audited. During 1996, Company sales
increased by 22.8% to $1,834.3 million. From fiscal 1994 to 1996, system-wide
sales increased by 43.4%. Sales growth from 1994 through 1996 is due primarily
to the rapidly growing markets in which the Company operates, new branch
openings, and most recently, growth in Professional Services through the
acquisition of IT, legal and accounting branch offices.
Franchisee sales have decreased as a percentage of total sales due to a
slower rate of growth among franchisees and the repurchase of franchises by the
Company. Licensee sales in 1996 decreased as a percentage of total sales as a
result of the conversion of a large licensee to a franchisee.
The following table summarizes the Company's sales mix for the last three
fiscal years:
FISCAL YEAR ENDED DECEMBER,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
Branch........................................................ 47.9% 40.8% 37.6%
Franchise..................................................... 39.2 43.9 47.2
License....................................................... 12.9 15.3 15.2
----- ----- -----
Total Sales................................................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
17
REVENUE OVERVIEW
From 1994 through 1996, Commercial Division revenue increased as a
percentage of total Company revenue principally due to the accelerated growth
rate and acquisition activity in Professional Services.
FISCAL YEAR ENDED DECEMBER,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
Commercial Division:
Commercial Staffing......................................... 52.5% 59.6% 61.2%
Professional Services....................................... 26.9 16.0 14.2
HealthCare Division........................................... 20.0 23.8 23.5
Other......................................................... 0.6 0.6 1.1
----- ----- -----
Total Revenues................................................ 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
The following table summarizes the Company's revenue mix for the last three
fiscal years:
FISCAL YEAR ENDED DECEMBER,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
Branch........................................................ 76.7% 70.6% 68.3%
Franchise..................................................... 2.4 2.8 3.2
License....................................................... 20.3 26.0 27.4
Other......................................................... 0.6 0.6 1.1
----- ----- -----
Total Revenues................................................ 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
RESULTS FROM OPERATIONS OVERVIEW
During the past three years, the Company's gross profit margin remained
relatively stable as higher gross margins in Professional Services were
partially offset by (i) the growth of Commercial Staffing revenues, which have
lower gross profit margins, and (ii) the decline of franchise royalties (which
essentially contribute 100% to gross profit) as a percentage of total Company
revenues.
Selling, general and administrative expenses as a percentage of revenues
increased over the three years reflecting higher relative costs associated with
the growth of Professional Services. Additionally, due to the slower general
growth of licensee revenues as compared to branch revenues, licensee commissions
as a percentage of revenues has decreased.
18
The following table sets forth operational results as a percentage of total
revenues for the periods indicated:
FISCAL YEAR ENDED DECEMBER,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
Total Revenues................................................ 100.0% 100.0% 100.0%
Cost of Services.............................................. 69.4 69.4 69.7
----- ----- -----
Gross Profit (1).............................................. 30.6 30.6 30.3
Selling, General & Administrative............................. 21.2 20.5 19.6
Licensee Commissions.......................................... 3.4 4.3 4.8
----- ----- -----
Results from Operations....................................... 6.0 5.8 5.9
Merger Expense................................................ 0.8 -- --
Amortization of Intangibles................................... 0.8 0.8 0.8
Interest...................................................... 0.5 0.1 --
Taxes......................................................... 1.9 2.1 2.3
----- ----- -----
Net Earnings.................................................. 2.0% 2.8% 2.8%
Net Earnings (excluding merger expenses)...................... 2.7% 2.8% 2.8%
- ------------------------
(1) During 1995, the Company reclassified certain non-payroll related costs from
cost of services to selling, general and administrative expenses to conform
to industry norms. The effect of this reclassification was to increase gross
profit by 0.4% in 1995.
FISCAL 1996 COMPARED TO 1995
REVENUES
Revenues in 1996 increased 32.7% to $1,147.2 million from $864.2 million in
the prior year. Commercial Staffing revenues increased 16.9% reflecting the
expansion of the Interim On-Premise program and an increase in the number of
offices and services provided. Professional Services revenues increased 123.5%
reflecting significant IT acquisition activity and internal growth. HealthCare
Division revenues increased 11.3% due to increases in the number of offices and
expansion of Occupational Health and Physicians services.
GROSS PROFIT
Gross profit increased 33.1% to $351.4 million from $264.1 million in the
prior year period. Increases in gross profit and cost of services are associated
with the increase in revenues. Gross profit margin was 30.6%, the same as last
year. Although the Company has added revenues of higher gross profit business
through acquisitions and increases in our Professional Services business, this
has been offset by a decline in franchise royalties as a percent of total
company revenue and an increase in the percentage of Commercial Division
revenues which generally have lower gross profit.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 37.6% to $243.7
million from $177.1 million in the prior year period. Selling, general and
administrative expenses as a percentage of revenues were 21.2% compared to 20.5%
a year ago due to the higher relative costs associated with Professional
Services.
LICENSEE COMMISSIONS
Licensee commissions increased 5.9% to $39.5 million from $37.3 million in
the prior year period. Licensee commissions as a percentage of revenues
decreased from 4.3% to 3.4% due to the Company's
19
repurchase activity, one licensee conversion to a franchise, and slower general
growth of licensee revenues as compared to branch revenue growth.
AMORTIZATION OF INTANGIBLES
Amortization expense increased 27.9% to $8.8 million from $6.9 million in
the prior year period reflecting the increase in intangible assets arising from
acquisitions.
TAXES ON EARNINGS
The effective tax rate of 49.0% in 1996 results from a large portion of
merger expenses, recorded in the first half of 1996, being nondeductible. The
effective tax rate, excluding the effects of nonrecurring merger expenses, was
43.0% compared to 43.2% in the prior year. The decline in the effective tax rate
is due primarily to the fact that during these periods amortization of certain
nondeductible intangibles remained relatively fixed while earnings before taxes
increased.
NET EARNINGS
Net earnings excluding merger expenses (net of taxes) increased 29.0% to
$30.6 million, or $1.83 per share, from $23.7 million, or $1.52 per share in the
prior year period. This represents a 20.9% increase in per share earnings.
Including merger expenses, net earnings decreased 3.0% to $23.0 million, or
$1.38 per share from $23.7 million or $1.52 per share in the prior year period.
The weighted average number of shares outstanding increased to 16,709,000 from
15,662,000 in the prior year period, primarily due to the additional shares
issued as a result of the secondary public offering on October 17, 1996.
FISCAL 1995 COMPARED TO 1994
REVENUES
Revenues in 1995 increased 22.6% (24.3% excluding the 53rd week in 1994) to
$864.2 million from $704.7 million in 1994. Commercial Staffing revenues
increased 19.5% (21.1% excluding the 53rd week in 1994) due to an increase in
the number of billed hours, offices acquired and continued internal office
expansion. Professional Services revenues increased 38.2% (38.9% excluding the
53rd week in 1994) primarily related to acquisitions that occurred in 1995.
HealthCare Division revenues increased 24.2% (26.8% excluding the 53rd week in
1994) due to continued expansion in home care.
GROSS PROFIT
Gross profit in 1995 increased 23.8% to $264.1 million from $213.3 million
in 1994 (22.4% excluding reclassifications adopted in 1995 in which certain
nonpayroll related costs were removed from cost of services to conform to
industry norms). The gross profit margin was 30.6% (30.2% excluding
reclassifications) as compared with 30.3% in the prior year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 28.5% to $177.1
million from $137.9 million in 1994. Selling, general and administrative
expenses as a percentage of total revenue increased to 20.5% in 1995 from 19.6%
in 1994 as a result of a full year of HealthCare Division acquisitions made in
1994 and a partial year of Professional Services acquisitions made in 1995.
Professional Services such as executive search, human resources, accounting and
therapy have a higher gross profit margin but require higher selling, general
and administrative expenditures as a percentage of revenue.
20
LICENSEE COMMISSIONS
In 1995, licensee commissions increased 10.4% to $37.3 million from $33.8
million in 1994 as a result of an increased number of licensees.
AMORTIZATION OF INTANGIBLES
For 1995, amortization expense increased 14.0% to $6.9 million from $6.0
million in the prior year period reflecting the increase in intangible assets
arising from acquisitions.
TAXES ON EARNINGS
The provision for income taxes for 1995 reflects an effective tax rate of
43.2%, which is less than the 45.2% rate for 1994. The lower effective tax rate
for 1995 is the result of (i) a decrease in the effective rate relating to state
income taxes and (ii) nondeductible amortization of intangible assets remaining
fixed while earnings before income taxes increased.
NET EARNINGS
In 1995, net earnings increased 22.0% to $23.7 million from $19.5 million in
1994. Net earnings per share increased 20.6% to $1.52 in 1995 from $1.26 in
1994. The weighted average shares outstanding was 15,662,000 in 1995 compared to
15,391,000 in 1994.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company financed its operations through cash generated by
operating activities and bank lines of credit. The Company's principal uses of
cash are funding acquisitions, capital expenditures, working capital needs and
repayment of debt. The nature of the Company's business requires payment of
wages to its flexible staff on a weekly, or bi-weekly basis, while payments from
clients are generally received 30-60 days after billing for Commercial Staffing
and Professional Services and 65 or more days for HealthCare clients. The
Company believes that its internally generated funds, the excess cash from the
secondary offering, and lines of credit are sufficient to support anticipated
levels of growth of the Company.
Net cash used in operating activities in 1996 was $6.1 million. Net cash
provided by operating activities was $6.6 million, and $10.1 million in years
1995 and 1994, respectively. The 1996 decrease in cash flow from operating
activities was primarily due to increased funding of higher days outstanding
accounts receivable and $7.6 million (after-tax) of merger expenses paid in
1996.
Investing activities used $29.3 million dollars in 1996, largely reflecting
capital expenditures and acquisitions, net of cash acquired. These investing
activities were partially offset by net proceeds of $15.6 million from the sale
of marketable securities used to pay down debt. Historically, Brandon invested
its cash in excess of immediately forseeable requirements principally in
interest-bearing marketable securities that Brandon classified as "available for
sale." The Company anticipates continued expenditures to continue development
and implementation of its information technologies. In 1996, the Company spent
approximately $8.8 million to build and furnish an addition to its corporate
headquarters, and approximately $11.0 million to upgrade and expand its on-line
network and computer equipment in both its headquarters and branch locations.
On October 17, 1996, the Company completed a public offering of 4.25 million
shares (3.95 million shares sold by the Company) of its $0.01 par value common
stock at $43.25 per share. Net proceeds to the Company were approximately $163.1
million, of which $131.7 million was used to repay borrowings under the
Company's credit facilities. The balance of the proceeds have been held in
short-term investments and will be used for continued growth both internally and
through acquisitions.
21
DESCRIPTION OF COMPANY FINANCING
On April 6, 1994, the Company replaced a $30 million term loan and a $20
million revolving credit facility with Block with a new $50 million committed
senior revolving credit agreement. In November 1995, this facility was increased
to $150 million and in January 1997 was increased to $200 million. As of
December 27, 1996, the Company had no borrowings outstanding under this
agreement. The credit facility is available to fund the Company's acquisitions,
to supply working capital and to provide for general corporate needs. Interest
charged on the facility is based, at the Company's option, on either the banks'
base rate or LIBOR plus an applicable margin. The margin changes based on the
Company's leverage. The facility, which terminates January 15, 2002, contains
customary covenants, including the maintenance of certain financial ratios such
as minimum net worth and restrictions on the incurrence of liens and additional
indebtedness.
In addition, the Company has established short-term, unsecured, uncommitted
lines of credit with certain banks. These lines of credit are based on LIBOR and
are available to fund the Company's short-term capital requirements.
INFLATION
The effects of inflation on the Company's operations were not significant
during the periods presented in the financial statements.
SEASONALITY AND CYCLICALITY OF BUSINESS
The Company's businesses are not seasonal in nature. The Company's
commercial business has historically been considered to be cyclical, often
acting as a coincidental indicator of both economic downswings and upswings.
However, as a result of general shifting of employment patterns and the growth
in On-Premise and Professional Services, management believes that the Company's
commercial business is becoming less cyclical. In addition, the Company's health
care business is not cyclical and tends to dampen any cyclical effects from the
commercial sector. No single customer accounts for more than 1% of the Company's
sales.
SUBSEQUENT EVENT
On March 3, 1997, the Company announced a cash tender offer to purchase all
of the outstanding shares of Michael Page Group PLC, a U.K.-based international
provider of recruitment and staffing. Michael Page Group PLC 1996 revenues were
$220 million, with pre-tax income of $48 million. The transaction is valued at
approximately $574 million. The Company expects to complete the tender offer
within 90 days and will finance the acquisition under a $675 million senior loan
facility.
22
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
of Interim Services Inc.
Fort Lauderdale, Florida
We have audited the accompanying consolidated balance sheets of Interim
Services Inc. and subsidiaries as of December 27, 1996 and December 29, 1995,
and the related consolidated statements of earnings, stockholders' equity and
cash flows for each of the three years in the period ended December 27, 1996.
Our audits also included the financial statement schedule listed in the Index at
Item 14. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Interim Services Inc. and
subsidiaries as of December 27, 1996 and December 29, 1995, and the results of
their operations and their cash flows for each of the three years in the period
ended December 27, 1996 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
/s/ Deloitte & Touche LLP
Fort Lauderdale, Florida
February 5, 1997
23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED
------------------------------------
DEC. 27, DEC. 29, DEC. 30,
1996 1995 1994
------------ ---------- ----------
Revenues................................................................... $ 1,147,151 $ 864,247 $ 704,696
Cost of services........................................................... 795,789 600,169 491,404
------------ ---------- ----------
Gross profit............................................................. 351,362 264,078 213,292
------------ ---------- ----------
Selling, general and administrative expenses............................... 243,652 177,105 137,859
Licensee commissions....................................................... 39,500 37,295 33,796
Amortization of intangibles................................................ 8,802 6,884 6,041
Interest expense........................................................... 5,696 990 112
Merger expense............................................................. 8,600 -- --
------------ ---------- ----------
306,250 222,274 177,808
------------ ---------- ----------
EARNINGS BEFORE TAXES...................................................... 45,112 41,804 35,484
Income taxes............................................................... 22,097 18,071 16,028
------------ ---------- ----------
NET EARNINGS............................................................. $ 23,015 $ 23,733 $ 19,456
------------ ---------- ----------
------------ ---------- ----------
NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES....................... $ 1.38 $ 1.52 $ 1.26
------------ ---------- ----------
------------ ---------- ----------
WEIGHTED AVERAGE SHARES OUTSTANDING........................................ 16,709 15,662 15,391
------------ ---------- ----------
------------ ---------- ----------
See notes to Consolidated Financial Statements
24
INTERIM SERVICES INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
DEC. 27, DEC. 29,
1996 1995
---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents......................................................... $ 18,938 $ 4,025
Marketable securities:
Available for sale.............................................................. -- 15,675
Trading securities.............................................................. 7,499 --
Receivables, less allowance for doubtful accounts of $3,023 and $2,176............ 186,732 143,209
Insurance deposits................................................................ 32,794 33,547
Other current assets.............................................................. 18,301 9,270
---------- ----------
Total current assets.............................................................. 264,264 205,726
Intangible assets, net.............................................................. 174,747 171,529
Property and equipment, net......................................................... 49,795 27,128
Other assets........................................................................ 23,684 20,106
---------- ----------
$ 512,490 $ 424,489
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks............................................................ $ -- $ 54,727
Accounts payable and other accrued expenses....................................... 27,092 25,829
Accrued salaries, wages and payroll taxes......................................... 40,948 30,005
Accrued insurance................................................................. 26,782 26,180
Dividend payable.................................................................. -- 372
Accrued income taxes.............................................................. 159 1,087
---------- ----------
Total current liabilities......................................................... 94,981 138,200
Long-Term Obligations............................................................... -- 60,000
Deferred Tax Liability.............................................................. 2,798 --
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $.01 per share; authorized--2,500,000 shares; none
issued or outstanding...........................................................
Common stock, par value $.01 per share; authorized--50,000,000 and 25,000,000
shares; issued and outstanding--19,476,684 and 15,376,248 shares................ 195 154
Additional paid-in capital........................................................ 251,236 85,121
Treasury stock.................................................................... (460) --
Unrealized gain on marketable securities.......................................... -- 26
Retained earnings................................................................. 163,740 140,988
---------- ----------
Total stockholders' equity.......................................................... 414,711 226,289
---------- ----------
$ 512,490 $ 424,489
---------- ----------
---------- ----------
See notes to Consolidated Financial Statements.
25
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
UNREALIZED
GAIN (LOSS)
ADDITIONAL ON
COMMON PAID IN TREASURY MARKETABLE RETAINED
STOCK CAPITAL STOCK SECURITIES EARNINGS TOTAL
----------- ---------- ----------- ------------- ---------- ----------
Balance as of December 24, 1993............ $ 138 $ 57,197 $ -- $ -- $ 100,659 $ 157,994
Net earnings............................... -- -- -- -- 19,456 19,456
Transactions of pooled company............. 1 612 -- (72) (1,105) (564)
Change in foreign currency translation
adjustment............................... -- -- -- -- (262) (262)
Proceeds from exercise of over-allotment
options, net of expenses of $1,725....... 15 28,260 -- -- -- 28,275
----- ---------- ----- --- ---------- ----------
Balance as of December 30, 1994............ 154 86,069 -- (72) 118,748 204,899
Net earnings............................... -- -- -- -- 23,733 23,733
Transactions of pooled company............. (1,349) -- 98 (1,308) (2,559)
Change in foreign currency translation
adjustment............................... -- -- -- -- (185) (185)
Proceeds from exercise of employee stock
options.................................. -- 401 -- -- -- 401
----- ---------- ----- --- ---------- ----------
Balance as of December 29, 1995............ 154 85,121 -- 26 140,988 226,289
Net earnings............................... -- -- -- -- 23,015 23,015
Transactions of pooled company............. 271 -- -- (373) (102)
Change in foreign currency translation
adjustment............................... -- -- -- -- 110 110
Proceeds from exercise of employee stock
options.................................. 1 2,502 -- -- -- 2,503
Sale of 3,950,000 shares of common stock in
a public offering, net................... 40 162,635 -- -- -- 162,675
Repurchase of 13,178 shares................ -- -- (460) -- -- (460)
Stock option tax benefits.................. -- 615 -- -- -- 615
Issuance of 2,135 shares................... -- 92 -- -- -- 92
Reversal of unrealized gain on marketable
securities............................... -- -- -- (26) -- (26)
----- ---------- ----- --- ---------- ----------
Balance as of December 27, 1996............ $ 195 $ 251,236 $ (460) $ -- $ 163,740 $ 414,711
----- ---------- ----- --- ---------- ----------
----- ---------- ----- --- ---------- ----------
See notes to Consolidated Financial Statements.
26
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
YEARS ENDED
------------------------------------
DEC. 27, DEC. 29, DEC. 30,
1996 1995 1994
----------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings.............................................................. $ 23,015 $ 23,733 $ 19,456
Adjustments to reconcile net earnings to net cash from operating
activities:
Depreciation and amortization........................................... 18,911 14,556 12,173
Provision for (Benefit from) deferred taxes on income................... 687 (74) 775
Changes in assets and liabilities, net of effects of acquisitions:
Receivables........................................................... (40,724) (27,458) (19,118)
Trading securities.................................................... (7,499) -- --
Insurance deposits.................................................... 753 (6,138) (7,215)
Other current assets.................................................. (6,308) (2,334) 285
Other assets.......................................................... (5,199) (9,527) (5,324)
Accounts payable and accrued expenses................................. (280) 3,143 3,825
Accrued salaries, wages and payroll taxes............................. 9,434 10,481 6,420
Accrued insurance..................................................... 602 (54) 1,928
Accrued income taxes.................................................. (928) 460 (2,810)
Other................................................................. 1,437 (226) (335)
----------- ----------- ----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES................... (6,099) 6,562 10,060
----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................................... (32,982) (11,303) (9,576)
Purchases of marketable securities........................................ (1,123) (16,910) (10,276)
Proceeds from sales of marketable securities.............................. 16,754 11,736 9,106
Decrease in deposits...................................................... -- 35 (4)
Acquisitions, net of cash acquired........................................ (11,964) (98,990) (10,758)
----------- ----------- ----------
NET CASH USED IN INVESTING ACTIVITIES................................. (29,315) (115,432) (21,508)
----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayments) Issuances of notes payable................................... (114,727) 108,218 6,100
Transactions of pooled company............................................ (103) (2,596) (421)
Purchase of treasury stock................................................ (460) -- --
Proceeds from secondary stock offering.................................... 163,114 -- --
Repayments to H&R Block................................................... -- -- (30,000)
Proceeds from exercise of employee stock options.......................... 2,503 401 --
Proceeds from exercise of over-allotment option........................... -- -- 28,275
----------- ----------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES............................. 50,327 106,023 3,954
----------- ----------- ----------
Net Increase/(decrease) in cash and cash equivalents...................... 14,913 (2,847) (7,494)
Cash and cash equivalents, beginning of period............................ 4,025 6,872 14,366
----------- ----------- ----------
Cash and cash equivalents, end of period.................................. $ 18,938 $ 4,025 $ 6,872
----------- ----------- ----------
----------- ----------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes paid......................................................... $ 21,602 $ 17,570 $ 16,911
----------- ----------- ----------
----------- ----------- ----------
Interest paid............................................................. $ 6,546 $ 1,452 $ 528
----------- ----------- ----------
----------- ----------- ----------
See notes to Consolidated Financial Statements.
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
1. ORGANIZATION
HISTORY--Prior to January 27, 1994, the effective date of its initial public
offering, Interim Services Inc. ("Interim" or the "Company") was a wholly-owned
subsidiary of H&R Block, Inc. ("Block"). On January 27, 1994, Block completed
the sale at $20 per share of 10 million shares of the Company, its entire
holdings. On January 28, 1994, the Company's shares commenced trading on the
Nasdaq Stock Market. In addition, the underwriters for the offering exercised
their over-allotment option and purchased from the Company an additional 1.5
million shares at $20 per share. The net proceeds to the Company were $28,275.
On August 7, 1996 Interim Common Stock began trading on the New York Stock
Exchange. On October 17, 1996 the Company completed a public offering of
4,250,000 shares of its $.01 par value common stock (300,000 shares were sold by
certain selling shareholders and 3,950,000 shares were sold by the Company) at
$43.25 per share. Net proceeds to the Company were $163,114.
BUSINESS--The Company is a leader in providing a comprehensive range of
customized staffing solutions, including flexible staffing, home care, full-time
placement, consulting and other value-added services on a national basis to
businesses, professional and service organizations, governmental agencies,
health care facilities and individuals. The Company operates through a network
of offices throughout the United States, Canada, The Netherlands and the United
Kingdom.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All material
intercompany transactions and balances have been eliminated.
RECLASSIFICATIONS--Certain amounts in the prior years' consolidated
financial statements have been reclassified to conform to the current year's
presentation.
PERVASIVENESS OF ESTIMATES--The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Due to the inherent uncertainty involved in making
estimates, actual results reported in future periods may be based upon amounts
which differ from those estimates.
FISCAL YEAR--The Company's fiscal year is comprised of 52 or 53 weeks,
ending on the last Friday in December. The fiscal years ended December 27, 1996,
December 29, 1995 and December 30, 1994 included 52, 52 and 53 weeks
respectively.
CASH AND CASH EQUIVALENTS--The Company considers all highly liquid
investments with a remaining maturity of 90 days or less at the time of purchase
to be cash equivalents. Cash equivalents are carried at cost which approximates
fair value.
MARKETABLE SECURITIES--Marketable securities are comprised of readily
marketable debt securities with remaining maturities of more than 90 days at the
time of purchase. The Company has classified its current investment portfolio as
trading securities and the carrying value of such securities has been adjusted
to fair market value, which was not materially different from cost. Prior to the
merger with Brandon, Brandon had classified its investments as available for
sale.
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ALLOWANCE FOR DOUBTFUL ACCOUNTS--The Company carries accounts and notes
receivable at the amount it deems to be collectible. Accordingly, the Company
provides allowances for accounts and/or notes receivable it deems to be
uncollectible based on management's best estimates. Recoveries are recognized in
the period they are received. The ultimate amount of accounts and/or notes
receivable that become uncollectible could differ from those estimated.
INTANGIBLE ASSETS--The excess of cost of franchise and independent offices
acquired over the fair value of net assets acquired is being amortized on a
straight-line basis over periods of approximately 29 years. The Company
evaluates the recoverability of its investment in such intangible assets in
relation to anticipated cash flows on an undiscounted basis. If the estimated
future cash flows are projected to be less than the carrying value, an
impairment write-down would be recorded.
REVENUES--The Company generates revenues from sales of services by its own
branch and licensed operations and from royalties earned on sales of services by
its franchise operations. Franchise royalties, which are included in revenues,
were $27,009, $24,316 and $22,790 for the years ended December 27, 1996,
December 29, 1995 and December 30, 1994, respectively. Revenues and the related
labor costs and payroll taxes are recorded in the period in which the service is
performed.
The Company utilizes two forms of franchising agreements. Under the first
form, the Company records franchise royalties, based upon the contractual
percentage of franchise sales, in the period in which the franchise provides the
service. Under the second form (termed "licensee" by the Company), revenues
generated by the franchisee operations and related direct costs are included as
part of the Company's revenues and cost of services, respectively. The net
distribution paid to the licensee is based upon a percentage of the gross profit
generated, and is captioned "licensee commissions" in the Consolidated
Statements of Earnings.
Revenues generated from the sales and licensing of franchises, and initial
franchise fees, are recognized when the Company has performed substantially all
of its obligations under its franchise agreements and when collectibility of
such amounts is reasonably assured.
DEPRECIATION AND AMORTIZATION--Buildings and equipment are depreciated over
the estimated useful lives of the assets using the straight-line method.
Leasehold improvements are amortized over the shorter of their estimated useful
life or the lease term using the straight-line method. Maintenance and repairs
are expensed as incurred. Expenditures which significantly increase the value of
the assets or extend useful lives are capitalized.
WORKERS' COMPENSATION BENEFITS--The Company's workers' compensation coverage
is retrospectively rated based upon ultimate incurred losses and loss adjustment
expenses. Workers' compensation costs are accrued based upon the aggregate of
the liability for reported claims and loss adjustment expenses and an
actuarially determined estimated liability for claims incurred but not reported.
The Company funds its workers' compensation program through deposits with
insurance carriers who administer and pay reported claims. These deposits are
reflected as insurance deposits on the accompanying Consolidated Balance Sheets
and are reduced as claims and administrative costs are paid.
The Company also has a captive insurance company that provides general
liability insurance to franchise, license and company-owned locations.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES--The Company accounts for income taxes under an asset and
liability approach which requires the recognition of deferred tax assets and
liabilities for expected future tax consequences of temporary differences
between tax bases and financial reporting bases of assets and liabilities.
EARNINGS PER SHARE--Earnings per share are computed based upon the weighted
average number of common and common equivalent shares outstanding during the
respective years. Earnings per share, assuming full dilution, has not been shown
as there would be no material dilution.
DISCLOSURE REGARDING FINANCIAL INSTRUMENTS--The carrying amounts of cash and
cash equivalents, accounts receivable, accounts payable and accrued expenses
approximate fair value due to the relatively short maturity of the respective
instruments. For marketable securities fair values are based on quoted market
prices.
The carrying amounts of notes payable to banks and long-term debt
obligations issued pursuant to the Company's bank credit agreements and
revolving credit facility approximate fair value because the interest rates on
these instruments change with market interest rates.
STOCK BASED COMPENSATION--Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based Compensation," encourages, but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue to account
for stock-based compensation to employees using the intrinsic value method as
prescribed by Accounting Principles Board Opinion (APB) No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations. Accordingly,
compensation cost for stock options issued to employees is measured as the
excess, if any, of the quoted market price of the Company's stock at the date
for grant over the amount an employee must pay for the stock. Compensation cost
related to restricted stock granted as part of bonus compensation is recognized
in the period the bonus is earned and measured using the quoted market price on
the effective grant date. Compensation cost related to stock options of
non-employees is recorded at fair value (in accordance with SFAS No. 123).
3. MERGERS AND ACQUISITIONS
BRANDON SYSTEMS CORPORATION
On May 23, 1996, the Company completed its merger with Brandon Systems
Corporation ("Brandon"), an information technology staffing company. The Company
issued 3,872,690 shares of its common stock in exchange for 100% of the
outstanding shares of Brandon common stock. In addition, Brandon stock options
outstanding at the effective time of the merger were converted into options to
purchase an aggregate of 207,592 additional Interim common shares.
The merger has been accounted for as a pooling-of-interests for accounting
and financial reporting purposes. The pooling-of-interests method of accounting
is intended to present as a single interest two or more common shareholders'
interests which were previously independent; accordingly, the historical
financial statements for the periods prior to the merger are restated as though
the companies had been combined. The restated financial statements are adjusted
to conform the accounting policies of the combined companies and fiscal
reporting periods of the Company.
All fees and expenses related to the merger and the consolidation and
restructuring of the combined companies have been expensed as required under the
pooling-of-interests accounting method and are reflected in the consolidated
statements of earnings for the period ending December 27, 1996. Such fees
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
3. MERGERS AND ACQUISITIONS (CONTINUED)
and expenses approximate $8,600 ($7,593 after tax) and include investment
banking, legal and accounting fees, severance and benefit-related costs, and
other costs of consolidating operations.
The following summarizes amounts previously reported by Interim and Brandon
prior to the transaction:
QUARTERS ENDED YEARS ENDED
---------------------- ----------------------
MAR. 29, MAR. 31, DEC. 29, DEC. 30,
1996 1995 1995 1994
---------- ---------- ---------- ----------
Revenues:
Interim.............................................. $ 242,414 $ 173,517 $ 780,886 $ 634,417
Brandon.............................................. 22,311 20,135 83,361 70,279
---------- ---------- ---------- ----------
Combined........................................... $ 264,725 $ 193,652 $ 864,247 $ 704,696
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net earnings:
Interim.............................................. $ 4,245 $ 3,241 $ 17,527 $ 14,157
Brandon.............................................. 1,244 1,451 6,206 5,299
---------- ---------- ---------- ----------
Combined........................................... $ 5,489 $ 4,692 $ 23,733 $ 19,456
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net earnings per share:
Interim.............................................. $ 0.27 $ 0.21 $ 1.12 $ 0.92
Brandon.............................................. 0.08 0.09 0.40 0.34
---------- ---------- ---------- ----------
Combined........................................... $ 0.35 $ 0.30 $ 1.52 $ 1.26
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
COMPUTER POWER GROUP
Effective December 1, 1995, the Company acquired the U.S. and U.K. based
assets of Computer Power Group ("CPG"), a subsidiary of Australia-based Computer
Power Group, Ltd., for $71,000 in cash. Computer Power Group provides staffing
and consulting services in a variety of information technology disciplines. This
acquisition was accounted for under the purchase method of accounting.
Accordingly, the operations of CPG are included in the Consolidated Statements
of Earnings from the date of acquisition. The excess of the purchase price over
the fair value of the net tangible assets acquired (goodwill) was $56,618 and is
being amortized over 40 years.
OTHER
During 1996, 1995, and 1994, the Company made certain other acquisitions
which were accounted for under the purchase method of accounting. Their
operations are included in the Consolidated Statements of Earnings from the date
of acquisition. Had the acquisitions during 1996 and 1994 taken place at the
beginning of the year in which they occurred, pro forma operating results would
not have been significantly different from those reported.
The following unaudited pro forma consolidated results of operations give
effect to the acquisitions made during 1995 as though they occurred at the
beginning of 1995 and 1994 with pro forma adjustments
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
3. MERGERS AND ACQUISITIONS (CONTINUED)
to give effect to amortization of goodwill, interest expense on additional
borrowings used to fund the acquisitions, and other adjustments, together with
income tax effects.
DEC. 29, DEC. 30,
1995 1994
---------- ----------
Revenues from services.......................................................... $ 969,652 $ 806,178
Net earnings.................................................................... $ 23,974 $ 17,706
Net earnings per common and common equivalents.................................. $ 1.53 $ 1.15
The unaudited pro forma information is not necessarily indicative either of
results of operations that would have occurred had the purchases been made at
the beginning of 1995 and 1994, or future results of the continued companies.
4. INTANGIBLE ASSETS
A summary of intangible assets is as follows:
WEIGHTED WEIGHTED WEIGHTED
AVERAGE LIFE DEC. 27, AVERAGE LIFE DEC. 29, AVERAGE LIFE DEC. 30,
(IN YEARS) 1996 (IN YEARS) 1995 (IN YEARS) 1994
------------- ---------- ------------- ---------- ------------- ----------
Excess of cost over fair value of net
assets acquired...................... 29 $ 214,416 29 $ 202,351 23 $ 116,670
Customer lists......................... 5 1,986 5 1,985 5 1,706
Non-compete agreements................. 5 2,475 5 2,376 5 1,581
Other intangible assets................ 5 494 5 516 5 531
-- -- --
---------- ---------- ----------
29 219,371 29 207,228 22 120,488
Less accumulated amortization.......... (44,624) (35,699) (28,789)
---------- ---------- ----------
$ 174,747 $ 171,529 $ 91,699
---------- ---------- ----------
---------- ---------- ----------
Amortization of intangible assets is as follows:
YEARS ENDED
-------------------------------------
DEC. 27, DEC. 29, DEC. 30,
1996 1995 1994
----------- ----------- -----------
Excess of cost over fair value of net assets acquired...................... $ 8,241 $ 6,021 $ 5,536
Customer lists............................................................. 309 269 317
Non-compete agreements..................................................... 194 533 132
Other intangible assets.................................................... 58 61 56
----------- ----------- -----------
$ 8,802 $ 6,884 $ 6,041
----------- ----------- -----------
----------- ----------- -----------
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
5. PROPERTY AND EQUIPMENT
A summary of property and equipment follows:
DEC. 27, DEC. 29,
1996 1995
---------- ----------
Land............................................................................ $ 4,167 $ 3,817
Buildings....................................................................... 11,394 3,824
Equipment....................................................................... 60,453 42,135
Software........................................................................ 14,270 7,306
Leasehold improvements.......................................................... 2,387 2,228
Construction in progress........................................................ 32 1,009
---------- ----------
92,703 60,319
Less accumulated depreciation and amortization.................................. (42,908) (33,191)
---------- ----------
$ 49,795 $ 27,128
---------- ----------
---------- ----------
Depreciation and amortization of property and equipment for the years ended
December 27, 1996, December 29, 1995, and December 30, 1994 amounted to $10,109,
$7,672 and $6,132, respectively.
6. CREDIT FACILITIES
SHORT-TERM:
The Company has uncommitted lines of credit with several banks based on
LIBOR which are available to fund the Company's short-term capital requirements.
As of December 27, 1996, the Company had no borrowings outstanding under these
agreements. As of December 29, 1995, the Company had borrowings outstanding of
$54,727 under these agreements at an effective interest rate of 6.2%.
LONG-TERM:
On April 6, 1994, the Company replaced a $30,000 term loan and a $20,000
revolving credit facility with a new five-year $50,000 committed senior
revolving credit agreement. In November 1995, this facility was increased to
$150,000 and increased to $200,000 in January 1997. This credit facility is
available to fund the Company's general corporate needs, to fund working capital
and to fund acquisitions. Interest charged on the facility is based, at the
Company's option, on either the banks' base rate or LIBOR plus an applicable
margin. The margin changes based on the Company's leverage. The facility
contains customary covenants, which include the maintenance of certain financial
ratios including minimum net worth, restrictions on the incurrence of liens and
additional indebtedness. This facility terminates on January 15, 2002. As of
December 27, 1996, the Company had no borrowings outstanding under this
facility, and was in compliance with all of its terms. As of December 29, 1995
the Company had borrowings outstanding of $60,000 under this facility at an
effective interest rate of 6.2%.
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
7. INCOME TAXES
The provision for income taxes is comprised of the following:
YEARS ENDED
-------------------------------
DEC. 27, DEC. 29, DEC. 30,
1996 1995 1994
--------- --------- ---------
Current
Federal.............................................................. $ 17,300 $ 14,509 $ 12,230
State and local...................................................... 4,110 3,636 3,023
--------- --------- ---------
21,410 18,145 15,253
Deferred............................................................... 687 (74) 775
--------- --------- ---------
$ 22,097 $ 18,071 $ 16,028
--------- --------- ---------
--------- --------- ---------
Deferred tax expense results from temporary differences in the recognition
of revenue and expense for tax and financial statement purposes. The sources of
these differences and the tax effect of each for 1995 and 1994 are immaterial
and for the year ended December 27, 1996 were:
Employee benefits.......................................................... $ (2,275)
Receivables allowances..................................................... (412)
Depreciation............................................................... 2,185
Amortization of intangibles................................................ 1,302
Other...................................................................... (113)
---------
$ 687
---------
---------
The following table reconciles the U.S. Federal income tax rate to the
Company's effective tax rate:
YEARS ENDED
-------------------------------------
DEC. 27, DEC. 29, DEC. 30,
1996 1995 1994
----------- ----------- -----------
Statutory Rate...................................................... 35.0% 35.0% 35.0%
Increase (decrease) in rate resulting from:
State and local income taxes, net of federal benefit................ 6.2 5.6 5.8
Nondeductible amortization of intangibles........................... 3.6 3.9 4.7
Merger expense...................................................... 4.7 -- --
Other............................................................... (0.5) (1.3) (0.3)
----------- ----------- -----------
49.0% 43.2% 45.2%
----------- ----------- -----------
----------- ----------- -----------
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
7. INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets and liabilities
are as follows:
YEARS ENDED
--------------------
DEC. 27, DEC. 29,
1996 1995
--------- ---------
Current deferred tax assets (liabilities):
Employee benefits................................................................ $ 2,935 $ 660
Receivables reserves............................................................. 1,114 820
Intangible assets................................................................ 41 59
Other............................................................................ 87 14
--------- ---------
4,177 1,553
--------- ---------
Noncurrent deferred tax assets (liabilities):
Fixed assets..................................................................... (1,688) 498
Intangible assets................................................................ (1,075) 209
Receivables reserves............................................................. 118 --
Other............................................................................ (153) (194)
--------- ---------
(2,798) 513
--------- ---------
Net deferred tax assets............................................................ $ 1,379 $ 2,066
--------- ---------
--------- ---------
8. EMPLOYEE BENEFIT PLANS
The Company and Brandon each maintain voluntary defined contribution 401(k)
profit sharing plans covering all eligible employees as defined in the
respective plan documents. For Interim employees, the plan provides a
discretionary matching contribution of up to 25% of employee contributions up to
6% of compensation contributed by eligible employees. In years when budget
objectives are attained, the plan provides for up to an additional 25% matching
contribution payable in Interim Common Stock. For Brandon employees, the
discretionary matching contribution permitted by the plan is equal to 25% of the
first 6% of compensation contributed by eligible full-time salaried employees.
In addition, each year the Company may elect to make a profit sharing
contribution to eligible full-time salaried employees. Contributions, net of
forfeitures, by the Company under these plans amounted to $393, $666 and $756
for the years ended December 27, 1996, December 29, 1995 and December 30, 1994,
respectively.
During 1995, the Company started a deferred compensation plan for selected
highly compensated employees who are not eligible to participate in the
Company's 401(k) savings plan. The plan allows eligible employees to defer
receipt of a portion (not less than 2 percent nor more than 10 percent) of their
compensation. The Company provides a discretionary matching contribution of up
to 25% of employee contributions up to 6 percent. In years when budget
objectives are attained, the Company provides an additional 25% matching
contribution. The matching contributions vest on a graduated scale from two to
five years of service. The deferred compensation, along with the Company
matching amounts and accumulated investment earnings, is accrued but unfunded.
Such accrual amounted to $1,821 and $710 at December 27, 1996 and December 29,
1995, respectively. Contributions by the Company under this plan amounted to
$144 and $149 for the years ended December 27, 1996 and December 29, 1995.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
9. STOCK-BASED COMPENSATION PLANS
The Company has three stock option plans and a bonus plan under which a
portion of the bonus payable to certain employees is paid in restricted Common
Stock. These plans provide for the granting of stock options and restricted
shares of the Company's Common Stock. In addition, the Company's Outside
Directors' Compensation Plan provides for the annual retainer to be paid in the
form of the Company's Common Stock.
The three stock options plans are: the 1993 Long-Term Executive Compensation
Plan, the 1993 Stock Option Plan for Outside Directors and the 1994 Stock Option
Plan for Franchisees, Licensees and Agents. Under the plans, options may be
granted to outside directors, selected employees and franchisees, licensees and
agents to purchase the Company's Common Stock for periods not to exceed ten
years at a price that is not less than 100 percent of fair market value on the
date of grant. Options under the Long-Term Executive Compensation Plan are
generally exercisable (if certain qualifying criteria are met) starting one year
from the date of grant on a cumulative basis at the annual rate of 33 1/3
percent of the total number of optioned shares. Options under the Outside
Directors Plan are exercisable in full one year after the date of grant. Options
under the Franchisees, Licensees and Agents Plan are exercisable starting one
year from the date of grant on a cumulative basis at an annual rate that varies
during the first five years of the options' term at which time they become fully
exercisable. In October 1993, the Company reserved a total of 1,000,000 shares,
and on May 11, 1995 and May 9, 1996 an additional total of 350,000 and 450,000
shares, respectively, of common stock for issuance under the foregoing plans. On
January 27, 1994, the first options under these plans were granted.
As part of the Company's Bonus Plan, the Board of Directors has authorized
10,000 shares of Common Stock to be used for payment of a portion of the bonus
payable to certain employees in the form of restricted shares of the Company's
Common Stock. These shares vest ratably over a three year period and are
contingent upon future employment status with the Company.
Prior to the merger, Brandon had also adopted a stock option plan under
which 235,900 options to purchase its common shares were outstanding and
unexercised at the date of the merger. Such options were converted into options
to purchase an aggregate of 207,592 shares of the Company's Common Stock at a
price equivalent (after conversion) to the original grant price (which was not
less than the estimated fair value of Brandon common stock at grant date).
Changes under these plans for 1996, 1995 and 1994 giving retroactive effect to
the conversion of the Brandon stock options upon their original grant dates were
as follows:
1996 1995 1994
----------------------- ----------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ----------- ---------- ----------- --------- -----------
Outstanding at beginning of year............. 1,101,711 $ 21.19 807,105 $ 18.56 234,546 $ 9.43
Granted...................................... 420,163 38.01 413,085 25.72 666,913 20.70
Exercised.................................... (140,846) 18.98 (47,403) 14.98 (60,648) 7.37
Forfeited.................................... (59,751) 28.50 (71,076) 21.78 (33,706) 17.62
---------- ---------- ---------
Outstanding at end of year................... 1,321,277 26.47 1,101,711 21.19 807,105 18.56
Options exercisable at year-end.............. 463,984 $ 19.65 325,023 $ 15.55 174,021 $ 10.41
Weighted average fair value of options
granted during the year.................... $ 8.07 $ 5.52
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
9. STOCK-BASED COMPENSATION PLANS (CONTINUED)
The following table summarizes information about fixed stock options
outstanding at December 27, 1996:
OPTIONS OUTSTANDING
----------------------------------------- OPTIONS EXERCISABLE
WEIGHTED ------------------------
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING AVERAGE NUMBER AVERAGE
OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
RANGE OF EXERCISE PRICES AT 12/27/96 LIFE PRICE AT 12/27/96 PRICE
- ---------------------------------------------------- ----------- --------------- ----------- ----------- -----------
$ 9.09 - $19.99..................................... 125,487 2.67 $ 11.23 119,987 $ 11.23
$20.00 - $25.99..................................... 755,165 7.59 22.61 318,360 21.89
$26.00 - $31.99..................................... 12,000 8.34 28.88 12,000 28.88
$32.00 - $37.99..................................... 373,966 9.06 36.86 13,637 33.63
$38.00 - $42.99..................................... 29,008 9.63 41.02 -- --
$43.00 - $48.00..................................... 25,651 9.39 45.21 -- --
----------- --- ----------- ----------- -----------
$ 9.09 - $48.00..................................... 1,321,277 7.62 $ 26.47 463,984 $ 19.65
The Company applies APB No. 25 and related interpretations in accounting for
its stock option plans for employees as described in Note 2--Summary of
Significant Accounting Policies. Accordingly, no compensation expense has been
recognized in 1996 or 1995 related to these plans. The compensation cost that
has reduced pretax income for its restricted stock and nonemployee stock option
plans was immaterial in the years 1996, 1995, and 1994, respectively. In
addition, these compensation cost would have been increased by $2,136 ($1,524
after tax, $.09 per share) and $890 ($632 after tax, $.04 per share) in 1996,
and 1995, respectively, had the fair values of stock options granted been
recognized as compensation cost as prescribed by SFAS No. 123.
The fair value of options at grant date was estimated using the
Black-Scholes multiple option model where each vesting increment is treated as a
separate option with its own expected life and own fair value. The following
weighted average assumptions were used:
1996 1995
----------- -----------
Expected life............................................................ 2 2
Interest rate............................................................ 5.94% 5.98%
Volatility............................................................... 30.30% 31.23%
Dividend Yield........................................................... -- --
TREASURY STOCK--On October 26, 1995, Brandon repurchased 100,000 shares of
its common stock for $1,805. In 1990, Brandon's Board of Directors had
authorized the repurchase of up to $2 million of common stock as market
conditions may warrant. The aggregate number of shares repurchased through
October 26, 1995 were 116,700 for a total consideration of $1,923. Such treasury
stock was canceled upon consummation of the merger.
BRANDON EMPLOYEE STOCK PURCHASE AND DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLANS--Under the terms of Brandon's 1993 Employee Stock Purchase Plan, eligible
employees could purchase Brandon's common Stock through authorized payroll
deductions. The Employee Stock Purchase and Dividend Reimbursement and Stock
Purchase Plans were terminated upon consummation of the merger.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
10. SHAREHOLDER RIGHTS PLAN
On February 17, 1994, the Company's Board of Directors adopted a shareholder
rights plan to deter coercive or unfair takeover tactics and to prevent a
potential acquirer from gaining control of the Company without offering a fair
price to all of the Company's stockholders. Under the plan, a dividend of one
right (a "Right") per share was declared and paid on each share of the Company's
Common Stock outstanding on April 1, 1994. As to shares issued after such date,
rights will automatically attach to them after their issuance.
Under the plan, registered holders of each Right may purchase from the
Company one one-hundredth of a share of a new class of the Company's Preferred
Stock, $.01 par value per share, at a price of $98.00, subject to adjustment,
when the Rights become exercisable. The Rights become exercisable when a person
or group of persons acquires 15% or more of the outstanding shares of the
Company's Common Stock without the prior written approval of the Company's Board
of Directors (an "Unapproved Stock Acquisition"), and after ten business days
following the commencement of a tender offer that would result in an Unapproved
Stock Acquisition. If a person or group of persons makes an Unapproved Stock
Acquisition, the registered holder of each Right has the right to purchase, for
the exercise price of the Right, a number of shares of the Company's Common
Stock having a market value equal to twice the exercise price of the Right.
Following an Unapproved Stock Acquisition, if the Company is involved in a
merger, or 50% or more of the Company's assets or earning power are sold, the
registered holder of each Right has the right to purchase, for the exercise
price of the Right, a number of shares of the common stock of the acquiring
company having a market value equal to twice the exercise price of the Right.
After an Unapproved Stock Acquisition, but before any person or group of
persons acquires 50% or more of the outstanding shares of the Company's Common
Stock, the Board of Directors may exchange all or part of the then outstanding
and exercisable Rights for Common Stock at an exchange ratio of one share of
Common Stock per Right. Upon any such exchange, the right of any holder to
exercise a Right terminates.
The Company may redeem the Rights at a price of $.01 per Right at any time
prior to an Unapproved Stock Acquisition (and after such time in certain
circumstances). The Rights expire on April 1, 2004, unless extended by the Board
of Directors. Until a Right is exercised, the holder thereof, as such, has no
rights as a stockholder of the Company, including the right to vote or to
receive dividends. The issuance of the Rights alone has no dilutive effect and
does not affect reported earnings per share.
11. TRANSACTIONS WITH BLOCK
Prior to September 25, 1993, the Company's working capital and acquisition
financing were provided by Block. There was no interest charged on intercompany
debt. Effective September 25, 1993, Block formalized this arrangement by (i)
providing a revolving credit facility in the amount of $20,000 to fund the
operating requirements of the Company; (ii) converting $30,000 of intercompany
indebtedness on such date to a term loan, and (iii) contributing $51,289 to the
capital of the Company.
12. COMMITMENTS
Substantially all of the Company's operations are conducted in leased
premises. The Company leases off-site corporate related office space and branch
and regional processing center locations. Total lease expense for the years
ended December 27, 1996, December 29, 1995 and December 30, 1994 was $11,543,
$7,187 and $6,151, respectively.
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
12. COMMITMENTS (CONTINUED)
Future minimum lease payments under noncancellable leases as of December 27,
1996 were as follows:
FISCAL YEAR ENDING
- -------------------------------------------------------------------------------------
1997................................................................................. $ 9,485
1998................................................................................. 7,598
1999................................................................................. 6,120
2000................................................................................. 4,551
2001................................................................................. 2,172
Thereafter........................................................................... 1,178
Additionally, the Company had outstanding irrevocable letters of credit of
approximately $20.2 million (same as fair value). These letters of credit, which
expire in 1997, collateralize the Company's obligation under certain workers'
compensation insurance programs and an earnout provision relating to an
acquisition.
13. CONTINGENCIES
The Company in the ordinary course of its business is threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters; however, management is of the opinion
that the final resolution of any threatened or pending litigation is not likely
to have a material adverse effect on the financial position or results of
operations of the Company.
39
QUARTERLY FINANCIAL DATA
(UNAUDITED--AMOUNT IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The following is a tabulation of the quarterly results of operations for the
years ended December 27, 1996 and December 29, 1995.
1996 QUARTER ENDED 1995 QUARTER ENDED
-------------------------------------------- --------------------------------------------
DEC. 27, SEPT. 27, JUNE 28, MAR. 29, DEC. 29, SEPT. 29, JUNE 30, MAR. 31,
1996 1996 1996 1996 1995 1995 1995 1995
--------- ----------- --------- --------- --------- ----------- --------- ---------
Revenues from services........ $ 306,527 $ 294,711 $ 281,188 $ 264,725 $ 245,203 $ 221,948 $ 203,444 $ 193,652
Gross profit.................. 94,521 91,160 86,684 78,997 75,608 66,509 62,845 59,116
Earnings before taxes......... 17,237 13,970 4,069 9,836 12,407 11,304 9,628 8,465
Income taxes.................. 7,192 6,143 4,415 4,347 5,212 4,927 4,159 3,773
Net earnings (loss)........... 10,045 7,827 (346) 5,489 7,195 6,377 5,469 4,692
Net earnings (loss) per common
and common equivalent
shares....................... $ 0.53 $ 0.49 $ (0.02) $ 0.35 $ 0.46 $ 0.41 $ 0.35 $ 0.30
Share price:
High.......................... 45 5/8 44 50 1/4 40 3/4 35 3/8 28 1/8 31 29 3/4
Low........................... 34 36 1/2 34 3/4 34 1/4 26 1/2 23 5/8 23 1/8 23 1/4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There has been no change in the registrant's principal accountants during
the two most recent fiscal years or any subsequent interim time period.
40
PART III
Except as set forth below, the information required by items 11, 12 and 13
of this Part III is omitted because, no later than 120 days from December 27,
1996, the Company will file and distribute its definitive proxy statement
containing the information required by Part III. Such omitted information is
incorporated herein by this reference.
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, each of whom has been elected to
serve at the discretion of the Board of Directors of the Company are:
NAME AND AGE POSITION
- --------------------------------------------- ------------------------------------------------------------------
Raymond Marcy, 46 Chief Executive Officer since September 1991; President and a
Director since November 1989; Chief Operating Officer from
November 1989 until September 1991. Prior to joining the Company,
Mr. Marcy served as Senior Vice President of Operations for Adia
Services, Inc. (Adia), from 1980 through 1988. While retaining his
position as Senior Vice President of Operations for Adia, from May
1988 until November 1989, Mr. Marcy was President and Chief
Executive Officer of Nursefinders, Inc., the temporary nursing
subsidiary of Adia.
Allan C. Sorensen, 58 Chairman of the Board since November 1989. Director since 1967.
President from 1967 to November 1989. CEO from August 1978 to
September 1991. A Director of H&R Block, Inc. from 1979 until
September 1993.
Robert E. Livonius, 48 Chief Operations Officer since February 1997, Executive Vice
President, Operations since August 1993. Vice President,
HealthCare Division from August 1991 to August 1993. Prior to
joining the Company, he served as Vice President--Field Operations
for a division of NYNEX Corporation, from June 1986 through June
1991.
Roy G. Krause, 50 Executive Vice President and Chief Financial Officer since October
1995. Prior to joining the Company, he served as Executive Vice
President of HomeBank Federal Savings Bank and HomeBank Mortgage
Corporation from November 1980 to September 1995.
Ronald de Heer, 54 Executive Vice President, European Operations since September
1996. Prior to joining the Company he served as Managing Director
for Adia Personnel for nearly 10 years in Holland, Belgium and
Luxembourg.
John B. Smith, 57 Senior Vice President/Secretary since January 1980; Legal Counsel
and Secretary since January 1965; Director from January 1969 until
May 1995.
Paul Haggard, 44 Financial Vice President/Treasurer since November 1986; Treasurer
since April 1990; Corporate Controller from April 1986 to
September 1986.
41
NAME AND AGE POSITION
- --------------------------------------------- ------------------------------------------------------------------
Robert Evans, 53 Vice President/Chief Information Officer since May 1996. Prior to
joining the Company he served in several executive positions with
AT&T including Vice President Customer Care Strategy and
Reengineering, Chief Technology Officer, Chief Information Officer
and General Manager of the Consumer interactive Services business
unit.
Philip Baird, 50 Vice President (HealthCare Franchise and License Operations) since
January 1995. Prior to joining the Company, he owned a private
health care consulting practice from January 1993 to January 1995.
From March 1991 to January 1993 he was President and Chief
Operating Officer of Careteam, Inc., a home health nursing and IV
therapy provider. From August 1982 to March 1991 he served as Vice
President of Operations for Olsten Health Care Services.
James H. Booth, 49 Vice President (HealthCare Division) since October 1996. Prior to
joining the Company he served in various executive and operational
capacities, including President of Field Operations for the Home
Infusions Division, at Caremark International, Inc. from January
1990 to September 1996.
Lynn Brofman, 45 Vice President (Clinical Operations) since 1992. Prior to joining
the Company she served as Vice President of NSI Services, Inc. in
Sacramento, CA with responsibility for direct operations, service
delivery and strategic sales and marketing campaigns from 1991 to
1992. Prior to that she served as Assistant Vice
President--Western Region at Olsten Healthcare Services.
Trudy Evans, 42 Vice President (Training) since September 1996. She joined the
Company in 1983 and progressed through the field organization to
National Director of Corporate Sales and in 1993 became Senior
Director of Training.
Kathleen A. Gilmartin, 45 Vice President (HealthCare Operations) since August 1993; Vice
President (Branch HealthCare Operations) from November 1989 to
August 1993; Regional Vice President of Branch HealthCare
Operations from July 1987 to November 1989.
Richard Gorman, 54 Vice President (Marketing) since May 1991. Prior to joining the
Company, he served as Vice President of Marketing for Interim
Systems Corporation, from February 1988 to May 1991.
Sherry Hagemeister, 39 Vice President (HealthCare Special Services) since April 1994.
Prior to joining the Company, she served as a Business Development
Manager for HMSS from 1993 to April 1994. Prior to that, and for
more than five years, she served in several capacities for
Critical Care America including Vice President, Western Region,
PediatriCare America.
42
NAME AND AGE POSITION
- --------------------------------------------- ------------------------------------------------------------------
Marjorie R. Mangle, 59 Vice President (Commercial Licenses) since January 1992; Regional
Vice President (Commercial Branch Operations) from April 1988 to
January 1992; Area Director from January 1987 to April 1988.
Thomas Mirgon, 40 Vice President (Administration) since October 1993. Resigned,
effective March 1997. From 1986 to October 1993, he served in
various capacities in the human resources department of Taco Bell,
a division of PepsiCo. When he left Taco Bell, Mr. Mirgon had been
Senior Director of Field Human Resources since February 1992.
Robert Morgan, 37 Vice President (Human Resources) since September 1996. Prior to
joining the Company he served as Vice President of Human Resources
for the business services division of Office Depot from January
1994 to September 1996. Prior to that he served in several
capacities for Rose's Stores, Inc. including Vice President of
Human Resources, Director of Human Resources and Organizational
Development and Director of Compensation.
Michael J. Norcia, 47 Vice President (Risk Management) since June 1996. Prior to joining
the Company he served as Corporate Director of Risk Management for
The Great A&P Tea Company from October 1987 to June 1996.
Gary Peck, 44 Vice President (Commercial Branch Operations) since January 1995;
Vice President (Special Services) from August 1991 to December
1994. Prior to joining the Company, he served as Senior Vice
President for Talent Tree Services, Inc., from August 1988 to
August 1991.
Daniel K. Rothfeld, 37 Vice President (Development and Support Services) since September
1996; Senior Director of Support Services from 1993 to 1996; he
assisted in the start-up of Interim Legal Services. Prior to
joining Interim in 1987 he practiced law.
Ld Schneider, 49 Vice President (Systems Integration) since July 1993. He joined
Interim in 1982 serving in several positions including Director of
Franchise Sales, Director of Administration, Vice President of
Marketing and Vice President of Administration.
Wayne Stickles, 51 Vice President (Commercial Franchise and License Operations) since
January 1995; Vice President (Commercial Franchises) from April
1986 to December 1994; Senior Operations Director from April 1980
to April 1986.
Janet Wahby, 42 Vice President (Commercial Corporate Sales) since January 1995.
She joined the Company in 1994 as Senior Director of On-Premise
Operations. Prior to joining the Company, she served in several
capacities including Regional Vice President and Regional Manager
at Norrell Corporation from 1987 to 1994.
43
NAME AND AGE POSITION
- --------------------------------------------- ------------------------------------------------------------------
Shannon C. Allen, 30 Assistant Treasurer since October 1994. Prior to joining the
Company, she served as Senior Financial Analyst in the Treasury
and Corporate Finance Department at W. R. Grace & Co., Inc. from
April 1992 to October 1994. From August 1988 to September 1991 she
worked in Corporate Finance at Kidder, Peabody & Co.,
Incorporated.
Raphael D. Umansky, 46 Assistant Secretary since 1984; Associate Counsel since 1981.
44
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The following consolidated financial statements of Interim Services Inc. and
subsidiaries are filed as part of this Report:
PAGE
-----
Independent Auditors' Report........................................................... 23
Consolidated Statements of Earnings.................................................... 24
Consolidated Balance Sheets............................................................ 25
Consolidated Statements of Stockholders' Equity........................................ 26
Consolidated Statements of Cash Flows.................................................. 27
Notes to Consolidated Financial Statements............................................. 28
2. FINANCIAL STATEMENT SCHEDULES
The following financial statement schedule is filed as part of this Report:
Schedule II- Valuation and Qualifying Accounts
Schedules not filed herewith are either not applicable, the information is
not material or the information is set forth in the financial statements or
notes thereto.
(b) REPORTS ON FORM 8-K
The registrant did not file any reports on Form 8-K during the last quarter
of the period covered by this Report.
(c) EXHIBITS
EXHIBIT
NUMBER EXHIBIT NAME NOTE
- --------- ------------------------------------------------------------------------- ---------
2.1 Agreement and Plan of Merger (1)
3.1 Restated Certificate of Incorporation of Registrant, as amended (2)
3.2 By-Laws of Registrant, as amended (2)
4.1 Rights Agreement, dated as of April 1, 1994, between Interim Services and (3)
Boatmen's Trust Company
4.1A Amendment No. 1 to Rights Agreement dated as of April 1, 1994 (2)
4.2 Form of Certificate of Designations, Preferences and Rights of (3)
Participating Preferred Stock of Interim Services
4.3 Form of Stock Certificate, as amended *
4.4 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the Restated *
Certificate of Incorporation of the Company, as amended September 12,
1996
4.5 Sections Four through Twelve and Thirty-Five through Forty-One of the (10)
Bylaws of the Company
10.1 Interim Services' 1993 Long-Term Executive Compensation Plan, as amended (4)
10.2 Interim Services' 1993 Stock Option Plan for Outside Directors, as (4)
amended
45
EXHIBIT
NUMBER EXHIBIT NAME NOTE
- --------- ------------------------------------------------------------------------- ---------
10.3 Revolving Credit Agreement of Interim Services dated as of April 6, 1994, (5)
as replaced by the Amended and Restated Revolving Credit Agreement of
Interim Services dated as of June 2, 1995
10.4 Tax Sharing Agreement dated October 1993, by and between H&R Block, Inc. (6)
and Interim Services
10.5 Amendment No. 2 dated November 28, 1995 to Amended and Restated Revolving (7)
Credit Agreement of Interim Services dated as of June 2, 1995.
10.6 Indemnification Agreement dated January 1, 1994, by and between Interim (6)
Services and H&R Block, Inc.
10.7 Franchise/License Agreement dated July 12, 1993, by and between Interim (6)
Services and Keco Health Care, Inc.
10.8 Interim Services' 1994 Stock Option Plan for Franchisees, Licensees and (8)
Agents, as amended
10.9 Employment Agreement dated as of May 1, 1994, by and between Interim (5)
Services and Ray Marcy
10.10 Employment, Confidentiality, and Noncompetition Agreement by and between (5)
Interim Services and Allan Sorensen
11 Statement re: Computation of Per Share Earnings Page 51
21 Subsidiaries of the Company are attached Page 52
22 Published report regarding matters submitted to vote of security holders None
23.1 Consent of Bryan Cave LLP (10)
23.2 Consent of Deloitte & Touche LLP (9)
27 Financial Data Schedule *
- ------------------------
(1) This Exhibit is filed as an Exhibit to Interim Services' Proxy
Statement/Prospectus, dated April 24, 1996, and is incorporated herein by
reference.
(2) This Exhibit is filed as an Exhibit to Interim Services' Form 10-Q as filed
with the SEC on November 12, 1996, and is incorporated herein by reference.
(3) This Exhibit is filed as an Exhibit to Interim Services' Form 8-A, dated
April 11, 1994, SEC Registration No. 0-23198, and is incorporated herein by
reference.
(4) This Exhibit is filed as an Exhibit to Interim Services' Proxy Statement
dated March 28, 1996 filed in connection with Interim Services' 1996 Annual
Meeting, and is incorporated herein by reference.
(5) This Exhibit is filed as an Exhibit to Interim Services' Form 10-K for the
twelve month period ended December 30, 1994, and is incorporated herein by
reference.
(6) This Exhibit is filed as an Exhibit to Interim Services' Form S-1,
Amendment No. 2, dated January 12, 1994, SEC Registration No. 33-71338, and
is incorporated herein by reference.
(7) This Exhibit is filed as an Exhibit to Interim Services' Form 8-K dated
December 15, 1995, and is incorporated herein by reference.
(8) This Exhibit is filed as an Exhibit to Interim Services' Form S-8, as filed
with the SEC on July 12, 1995, and is incorporated herein by reference.
46
(9) This Exhibit is filed as an Exhibit to Interim Services' Form S-3 as filed
with the SEC on July 29, 1996, Registration No. 333-09109 and is
incorporated herein by reference.
(10) This Exhibit is filed as an Exhibit to Interim Services' Form S-3 Amendment
No. 1, dated September 16, 1996, and is incorporated herein by reference.
* Filed herewith
(d) OTHER FINANCIAL STATEMENTS
There are no other financial statements of the type described in
subparagraph (d) of Item 14 of Part IV required to be filed herein.
47
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.
INTERIM SERVICES INC.
By /s/ RAYMOND MARCY
-----------------------------------------
Raymond Marcy,
March 11, 1997 PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
/s/ STEVEN S. ELBAUM
------------------------------------------- Director
Steven S. Elbaum
/s/ WILLIAM EVANS
------------------------------------------- Director
William Evans
/s/ JEROME GROSSMAN
------------------------------------------- Director
Jerome Grossman
/s/ CINDA A. HALLMAN
------------------------------------------- Director
Cinda A. Hallman
/s/ J. IAN MORRISON
------------------------------------------- Director
J. Ian Morrison
/s/ ALLAN C. SORENSEN
------------------------------------------- Director
Allan C. Sorensen
/s/ HAROLD TOPPEL
------------------------------------------- Director
Harold Toppel
/s/ A. MICHAEL VICTORY
------------------------------------------- Director
A. Michael Victory
(Signed as to each on March 11, 1997)
48
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
/s/ RAYMOND MARCY
------------------------------------------- President, Chief Executive Officer and Director
Raymond Marcy (principal executive officer)
/s/ ROY G. KRAUSE
------------------------------------------- Executive Vice President and Chief financial Officer
Roy G. Krause (principal financial officer)
/s/ PAUL HAGGARD
------------------------------------------- Financial Vice President/Treasurer (principal accounting
Paul Haggard officer)
(Signed as to each on March 11, 1997)
49
INTERIM SERVICES INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
COLUMN B COLUMN C ADDITIONS COLUMN E
---------- ------------------------ ----------
COLUMN A BALANCE AT CHARGED TO CHARGED TO COLUMN D BALANCE AT
- ------------------------------------------------------- BEGINNING COSTS AND OTHER ----------- END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------------------------------- ---------- ----------- ----------- ----------- ----------
YEAR (52/53 WEEKS) ENDED DECEMBER 30, 1994
Allowance for doubtful accounts........................ $ (1,983) $ (784) -- $ 1,165 $ (1,602)
---------- ----------- ----- ----------- ----------
Accumulated Amortization:
Excess of cost over fair value of net assets
acquired............................................. $ (21,477) $ (5,536) $ 542 $ (26,471)
Customer lists......................................... (689) (317) -- (1,006)
Noncompete agreements.................................. (989) (133) -- (1,122)
Other intangible assets................................ (134) (56) -- (190)
---------- ----------- ----- ----------- ----------
$ (23,289) $ (6,042) -- $ 542 $ (28,789)
---------- ----------- ----- ----------- ----------
YEAR (52/53 WEEKS) ENDED DECEMBER 29, 1995
Allowance for doubtful accounts........................ $ (1,602) $ (1,638) -- $ 1,064 $ (2,176)
---------- ----------- ----- ----------- ----------
Accumulated Amortization:
Excess of cost over fair value of net assets
acquired............................................. $ (26,471) $ (6,021) $ (26) $ (32,518)
Customer lists......................................... (1,006) (269) -- (1,275)
Noncompete agreements.................................. (1,122) (533) -- (1,655)
Other intangible assets................................ (190) (61) -- (251)
---------- ----------- ----- ----------- ----------
$ (28,789) $ (6,884) -- $ (26) $ (35,699)
---------- ----------- ----- ----------- ----------
YEAR (52/53 WEEKS) ENDED DECEMBER 27, 1996
Allowance for doubtful accounts........................ $ (2,176) $ (2,445) -- $ 1,598 $ (3,023)
---------- ----------- ----- ----------- ----------
Accumulated Amortization:
Excess of cost over fair value of net assets
acquired............................................. $ (32,518) $ (8,241) $ (34) $ 15 $ (40,778)
Customer lists......................................... (1,275) (309) -- (1,584)
Noncompete agreements.................................. (1,655) (194) (8) -- (1,857)
Other intangible assets................................ (251) ( 58) (96) -- (405)
---------- ----------- ----- ----------- ----------
$ (35,699) $ (8,802) $ (138) $ 15 $ (44,624)
---------- ----------- ----- ----------- ----------
---------- ----------- ----- ----------- ----------
50