<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO _______________ .
---------------------
COMMISSION FILE NUMBER 1-10427
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1648752
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
94025
2884 SAND HILL ROAD
SUITE 200
MENLO PARK, CALIFORNIA
(Address of principal executive offices) (zip-code)
</TABLE>
Registrant's telephone number, including area code: (415) 854-9700
------------------------
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) had been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of April 30, 1995:
28,383,430 shares of $.001 par value Common Stock
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER
1995 31, 1994
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Cash and cash equivalents.......................................... $ 14,944 $ 2,638
Accounts receivable, less allowances of $2,682 and $2,600.......... 68,353 60,025
Other current assets............................................... 5,744 5,040
----------- -----------
Total current assets............................................. 89,041 67,703
Intangible assets, less accumulated amortization of $29,395 and
$28,243........................................................... 151,666 152,824
Other assets....................................................... 7,750 7,234
----------- -----------
Total assets..................................................... $ 248,457 $ 227,761
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses.............................. $ 8,383 $ 7,232
Accrued payroll costs.............................................. 25,355 19,133
Income taxes payable............................................... 4,835 2,181
Current portion of notes payable and other indebtedness............ 859 1,081
----------- -----------
Total current liabilities........................................ 39,432 29,627
Notes payable and other indebtedness, less current portion......... 2,336 3,133
Deferred income taxes.............................................. 18,888 18,006
----------- -----------
Total liabilities.................................................. 60,656 50,766
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
authorized -- 100,000,000 shares;
issued and outstanding -- 28,369,189 and 28,152,201 shares...... 28 28
Capital surplus.................................................. 87,374 82,655
Deferred compensation............................................ (8,184) (5,533)
Accumulated translation adjustments.............................. (196) (541)
Retained earnings................................................ 108,779 100,386
----------- -----------
Total stockholders' equity..................................... 187,801 176,995
----------- -----------
Total liabilities and stockholders' equity....................... $ 248,457 $ 227,761
----------- -----------
----------- -----------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
1
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
----------- ---------
(UNAUDITED)
<S> <C> <C>
Net service revenues.................................................................. $ 144,739 $ 99,896
Direct costs of services, consisting of payroll, payroll taxes and insurance costs for
temporary employees.................................................................. 88,700 61,272
----------- ---------
Gross margin.......................................................................... 56,039 38,624
Selling, general and administrative expenses.......................................... 39,285 27,175
Amortization of intangible assets..................................................... 1,152 1,129
Interest expense...................................................................... 100 494
----------- ---------
Income before income taxes............................................................ 15,502 9,826
Provision for income taxes............................................................ 6,497 4,222
----------- ---------
Net income............................................................................ $ 9,005 $ 5,604
----------- ---------
----------- ---------
Net income per share.................................................................. $ .31 $ .20
----------- ---------
----------- ---------
</TABLE>
Share and per share amounts for the three months ended March 31, 1994 have been
restated to retroactively reflect the two-for-one stock split effected in the
form of a stock dividend in August 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
2
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
----------- ---------
(UNAUDITED)
<S> <C> <C>
COMMON STOCK:
Balance at beginning of period........................................................ $ 28 $ 26,837
Issuance of restricted stock, net -- par value........................................ -- 150
Exercise of stock options -- par value................................................ -- 126
Repurchases of common stock -- par value.............................................. -- (12)
----------- ---------
Balance at end of period.............................................................. $ 28 $ 27,101
----------- ---------
----------- ---------
CAPITAL SURPLUS:
Balance at beginning of period........................................................ $ 82,655 $ 33,113
Issuance of restricted stock, net -- excess over par value............................ 3,290 1,834
Exercises of stock options -- excess over par value................................... 729 538
Tax benefits from exercises of stock options.......................................... 700 480
----------- ---------
Balance at end of period.............................................................. $ 87,374 $ 35,965
----------- ---------
----------- ---------
DEFERRED COMPENSATION:
Balance at beginning of period........................................................ $ (5,533) $ (2,113)
Issuance of restricted stock, net..................................................... (3,290) (1,984)
Amortization of deferred compensation................................................. 639 370
----------- ---------
Balance at end of period.............................................................. $ (8,184) $ (3,727)
----------- ---------
----------- ---------
ACCUMULATED TRANSLATION ADJUSTMENTS:
Balance at beginning of period........................................................ $ (541) $ (589)
Translation adjustments............................................................... 345 (104)
----------- ---------
Balance at end of period.............................................................. $ (196) $ (693)
----------- ---------
----------- ---------
RETAINED EARNINGS:
Balance at beginning of period........................................................ $ 100,386 $ 76,354
Repurchases of common stock -- excess over par value.................................. (612) (181)
Net income............................................................................ 9,005 5,604
----------- ---------
Balance at end of period.............................................................. $ 108,779 $ 81,777
----------- ---------
----------- ---------
</TABLE>
Share and per share amounts for the three months ended March 31, 1994 have been
restated to retroactively reflect the two-for-one stock split effected in the
form of a stock dividend in August 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
3
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1994
--------- ---------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................................................. $ 9,005 $ 5,604
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets..................................................... 1,152 1,129
Depreciation expense.................................................................. 725 630
Deferred income taxes................................................................. 656 301
Changes in assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable..................................................... (8,328) (6,336)
Increase in accounts payable, accrued expenses and accrued payroll costs............ 7,373 2,509
Increase in income tax payable...................................................... 2,654 1,839
Change in other assets, net of change in other liabilities.......................... 394 890
--------- ---------
Total adjustments....................................................................... 4,626 962
--------- ---------
Net cash and cash equivalents provided by operating activities.......................... 13,631 6,566
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisitions, net of cash acquired.................................................... -- (1,955)
Capital expenditures.................................................................. (1,123) (657)
--------- ---------
Cash and cash equivalents used in investing activities.................................. (1,123) (2,612)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under credit agreement..................................................... -- 21,300
Repayments under credit agreement..................................................... -- (26,400)
Repurchases of common stock or common stock equivalents............................... (612) (192)
Principal payments on notes payable and other indebtedness............................ (1,019) (79)
Proceeds and tax benefits from exercise of stock options.............................. 1,429 1,143
--------- ---------
Net cash and cash equivalents used in financing activities.............................. (202) (4,228)
--------- ---------
Net increase (decrease) in cash and cash equivalents.................................... 12,306 (274)
Cash and cash equivalents at beginning of period........................................ 2,638 1,773
--------- ---------
Cash and cash equivalents at end of period.............................................. $ 14,944 $ 1,499
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.............................................................................. $ 234 $ 433
Income taxes.......................................................................... 2,401 1,384
Acquisitions:
Fair value of assets acquired --
Intangible assets................................................................... -- $ 2,021
Other............................................................................... -- 554
Liabilities incurred --
Notes payable and contracts......................................................... -- (600)
Other............................................................................... -- (20)
--------- ---------
Cash paid, net of cash acquired....................................................... -- $ 1,955
--------- ---------
--------- ---------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
4
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include
the accounts of Robert Half International Inc. (the "Company") and its
subsidiaries, all of which are wholly-owned. The company is a Delaware
corporation. All significant intercompany balances have been eliminated. Certain
reclassifications have been made to the 1994 financial statements to conform to
the 1995 presentation.
INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and, in management's opinion, include all
adjustments necessary for a fair statement of results for such interim periods.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules or regulations; however,
the Company believes that the disclosures made are adequate to make the
information presented not misleading.
The interim results for the three months ended March 31, 1995, and 1994 are
not necessarily indicative of the results for the full year. It is suggested
that these financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1994.
REVENUE RECOGNITION. Temporary service revenues are recognized when the
services are rendered by the Company's temporary employees. Permanent placement
revenues are recognized when employment candidates accept offers of permanent
employment. Allowances are established to estimate losses due to placed
candidates not remaining in employment for the Company's guarantee period,
typically 90 days.
FOREIGN CURRENCY TRANSLATION. Foreign income statement items are translated
at the monthly average exchange rates prevailing during the period. Foreign
balance sheets are translated at the current exchange rates at the end of the
period, and the related translation adjustments are recorded as part of
Stockholders' Equity. Gains and losses resulting from foreign currency
transactions are included in the consolidated statements of income.
CASH AND CASH EQUIVALENTS. For purposes of the Consolidated Statements of
Cash Flows, the Company classifies all highly-liquid investments with a maturity
of three months or less as cash equivalents.
INTANGIBLE ASSETS. Intangible assets represent the cost of acquired
companies in excess of the fair market value of their net tangible assets at the
acquisition date, and are being amortized on a straight-line basis over a period
of 40 years. The carrying value of intangible assets is periodically reviewed by
the Company and impairments are recognized when the expected future operating
cash flows derived from such intangible assets are less than their carrying
value. Based upon its most recent analysis, the Company believes that no
material impairment of intangible assets exist at March 31, 1995.
INCOME TAXES. Deferred taxes are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate.
NOTE B -- STOCKHOLDERS' EQUITY
In August 1994, the Company effected a two-for-one stock split in the form
of a stock dividend. All share and per share amounts have been restated to
retroactively reflect the two-for-one stock split.
On June 27, 1994, the stockholders of the Company authorized a reduction in
par value from $1 per share to $.001 per share on both classes of shares.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR EACH OF THE THREE MONTHS ENDED MARCH 31, 1995 AND
1994.
Net service revenues increased approximately 44.9% during the first quarter
of 1995 compared to the same period in 1994. Temporary service revenues
increased approximately 45.1% during the three months ended March 31, 1995,
relative to the three months ended March 31, 1994. Permanent placement revenues
increased 42.8% during the comparable three months ending March 31, 1995 and
1994. The revenue comparisons reflect continued improvement in the demand for
the Company's specialized staffing services.
Gross margin dollars increased 45.1% during the three month period ending
March 31, 1995, compared with the corresponding three month period ending March
31, 1994. Gross margin amounts equaled 38.7% of revenue for both three month
periods ending March 31, 1995 and 1994.
Selling, general and administrative expenses were approximately $39 million
during the three months ended March 31, 1995 compared to approximately $27
million during the three months ended March 31, 1994. Selling, general and
administrative expenses as a percentage of revenues was 27.1% in 1995 compared
to 27.2% in 1994.
Interest expense for the three months ended March 31, 1995 decreased 79.8%
over the comparable 1994 period due to reduction in outstanding indebtedness in
1995.
The provision for income taxes for the three months ended March 31, 1995,
was 41.9% compared to 43.0% of income before taxes for the same period in 1994.
The decrease in 1995 is the result of a smaller percentage of non-deductible
intangible expenses relative to income.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1995 the Company's sources of liquidity included
approximately $14.9 million in cash and cash equivalents and $49.6 million in
net working capital. In addition, as of March 31, 1995 $77.5 million is
available for borrowing under the Company's $77.5 million bank revolving credit
facility at interest rates of either the Eurodollar rate plus 1% or at prime.
The Company's liquidity during the first quarter of 1995 has increased by
$13.6 million from funds generated by operating activities.
The Company's working capital requirements consist primarily of the
financing of accounts receivable. While there can be no assurances in this
regard, the Company expects that internally generated cash plus the bank
revolving line of credit will be sufficient to support the working capital needs
of the Company's offices, fixed payments and other long-term obligations.
6
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- ---------------------------------------------------------------------------------
<C> <S>
10.1 Ninth Amendment to Employment Agreement between the Registrant and Harold M.
Messmer, Jr.
10.2 Seventh Amendment to Retirement Agreement between the Registrant and Harold M.
Messmer, Jr.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
(b) The Registrant filed no current reports on Form 8-K during the quarter
covered by this report.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBERT HALF INTERNATIONAL INC.
(Registrant)
Date: May 9, 1995 /s/ M. KEITH WADDELL
----------------------------------------
M. Keith Waddell
Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer and duly authorized signatory)
8
<PAGE>
Exhibit 10.1
NINTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Ninth Amendment to Employment Agreement is made and entered into by
and between Robert Half International Inc. (formerly Boothe Financial
Corporation), a Delaware corporation, ("Corporation") and Harold M. Messmer, Jr.
("Officer").
1. The Employment Agreement dated as of October 2, 1985, as amended,
between Corporation and Officer (the "Employment Agreement") is hereby amended
as follows:
(a) Section 3.1 is amended to read in its entirety as follows:
"3.1 BASE SALARY. As payment for the services to be rendered by Officer
as provided in Section 1 and subject to the terms and conditions of Section
2, Corporation agrees to pay to Officer a "Base Salary", in equal semi-
monthly installments, as determined by the Board of Directors. Effective
as of January 1, 1995, the Base Salary shall in no event be less than
$375,847 per annum."
(b) Section 3.6 is deleted.
2. In all other respects, the Employment Agreement is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
April 25, 1995.
ROBERT HALF INTERNATIONAL INC.
By M. KEITH WADDELL
-------------------------
M. Keith Waddell
Senior Vice President,
and Chief Financial
Officer
HAROLD M. MESSMER, JR.
------------------------
Harold M. Messmer, Jr.
<PAGE>
Exhibit 10.2
SEVENTH AMENDMENT TO RETIREMENT AGREEMENT
This Seventh Amendment to the Key Executive Retirement Plan - Level II
Agreement dated November 14, 1985 (the "Retirement Agreement") between Robert
Half International Inc. (formerly Boothe Financial Corporation), a Delaware
corporation, ("Corporation") and Harold M. Messmer, Jr. ("Messmer") is entered
into as of April 19, 1995.
1. The Retirement Agreement is hereby amended as follows:
(a) Section 1(e) is deleted.
(b) Section 1(f) is amended to read in its entirety as follows:
"(f)(1) "Salary" with respect to any year means the greater of (i)
the actual cash base salary paid to Participant during such year or (ii)
the amount calculated by taking an amount equal to Participant's base
salary on May 31, 1991, and increasing such amount on a compound basis on
each anniversary of such date through such year by a percentage equal to
(A) the annual percentage increase in the Consumer Price Index for the last
calendar year (the "Index Change"), if the Index Change was between 4% and
10%, (B) 4%, if the Index Change was less than 4% or (C) 10%, if the Index
Change was greater than 10%.
"(f)(2) "Bonus" with respect to any year means (i) any cash bonus paid to
Participant with respect to such year and (ii) if pursuant to any contract,
plan or agreement, non-cash compensation (including but not limited to
shares of stock) is paid in lieu of all or a portion of an earned cash
bonus, the amount of cash that would otherwise have been paid.
"(f)(3) "Covered Compensation" means (i) one-twelfth of Participant's
highest combination of Salary and Bonus with respect to any of the five
years prior to the date his employment with the Company and any of its
subsidiaries and affiliates terminates plus (ii) $2,500."
(c) The first sentence of Section 1(g) is amended by inserting "or (iii)
any annuity purchased hereunder" at the end thereof.
(d) Section 2(a) is amended by deleting all portions thereof appearing
after the words "for any reason".
<PAGE>
(e) The first sentence of Section 2(b)(i) is amended by deleting "Salary"
and inserting "Covered Compensation" in its place.
(f) Section 2(c)(iv) is deleted.
(g) The following Section 7 is added:
"SECTION 7. RABBI TRUST; ANNUITIES.
"(a) Participant may upon written notice direct the Company to establish an
irrevocable "grantor trust" in the form of the Internal Revenue Service's
model rabbi trust set forth in Revenue Procedure 92-64. Upon the
establishment of the irrevocable trust, the Company will deposit with the
trustee cash or property (reasonably acceptable to the Participant) in the
amount necessary to fund the then current actuarial value of the Company's
obligations under this Agreement that have not previously been satisfied by
the purchase of annuities for participant or otherwise. Thereafter, within
60 days prior or subsequent to each three year anniversary of the
establishment of the trust, the Company will deposit with the trustee
additional cash or property (reasonably acceptable to the Participant)
necessary to fund the then current actuarial value of any benefit
obligations that have not been previously satisfied by the purchase of
annuities, funding of the trust or otherwise. To the extent that the
Company may be obligated pursuant to the terms hereof or any other
agreement to purchase annuities or make any other arrangements for
Participant from time-to-time prior to the termination of employment with
respect to the obligations of Company contained herein, the amount to be
expended by the Company pursuant to any such obligation to purchase any
such annuity or make any other arrangement shall be reduced by the then
current fair market value of any rabbi trust established hereunder or
otherwise.
"(b) Upon the written request of Participant subsequent to January 1,
1999, but not more than once in any three year period, the Company shall
expend not more than the amount then reserved on the Company's books with
respect to obligations of the Company to Participant pursuant to this
Agreement to purchase an annuity to offset the then current actuarial value
of the obligations of the Company pursuant hereto (as provided through
Sixth Amendment to Retirement Agreement effective December 23, 1993, but
excluding the effects of changes effected by or subsequent to the Seventh
Amendment to Retirement Agreement unless the benefits provided by the
Seventh Amendment or
-2-
<PAGE>
subsequent amendments shall be fully tax deductible) in excess of the sum
of the then current actuarial value of previously purchased annuities, the
then current fair market value of any rabbi trust established pursuant
hereto or otherwise or the then current value of any other arrangement;
such annuity to commence payment to Participant on the first day of the
fourth month following the date of request and to pay benefits to
Participant or his beneficiaries monthly until the later to occur of (a)
the death of Participant and (b) the 180th monthly payment pursuant to such
annuity. In addition, the Company shall purchase an annuity on
substantially such terms and conditions upon termination of Participant's
employment to fund any remaining obligations of the Company to Participant
pursuant hereto, as may be provided hereby as of the date of termination.
Alternatively, at the request of Participant, the Company shall pay
Participant in a lump sum the amount that would otherwise have been
expended to purchase such annuity following termination of employment in
full satisfaction of all obligations hereunder. As a condition to the
purchase of any annuity, Participant shall execute an agreement
substantially in the form of the First Amendment to Agreement relating
hereto entered into as of December 1, 1988, between the Company and
Participant affirming that benefits pursuant to the Retirement Agreement,
as amended, shall be reduced by reason of the benefits payable pursuant to
the annuity, as provided therein. Upon the delivery of an annuity or lump
sum payment following termination of employment in full satisfaction of the
Company's obligations hereunder, the Company may recover the assets of any
rabbi trust established pursuant hereto or otherwise. The obligations with
respect to annuities provided herein supersede the provisions of Section
3.6 of the Employment Agreement dated as of October 2, 1985, as amended,
between the Company and Participant, the provisions of which Section 3.6
are of no further force or effect."
2. In all other respects, the Retirement Agreement is ratified and
confirmed.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
April 25, 1995.
ROBERT HALF INTERNATIONAL INC.
By M. KEITH WADDELL
--------------------------------
M. Keith Waddell
Senior Vice President and
Chief Financial Officer
HAROLD M. MESSMER, JR.
--------------------------------
Harold M. Messmer, Jr.
-4-
<PAGE>
EXHIBIT 11
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1995 1994
---------- ---------
(UNAUDITED)
<S> <C> <C>
INCOME.............................................. $ 9,005 $ 5,604
---------- ---------
---------- ---------
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
PRIMARY:
Common stock..................................... 28,303 27,037
Common stock equivalents
Stock options (A)................................ 978 888
---------- ---------
Primary shares outstanding....................... 29,281 27,925
---------- ---------
---------- ---------
FULLY DILUTED:
Common stock..................................... 28,303 27,037
Common stock equivalents
Stock options (A)................................ 1,034 901
---------- ---------
Fully diluted shares outstanding................. 29,337 27,938
---------- ---------
---------- ---------
INCOME PER SHARE:
Primary............................................. $ .31 $ .20
Fully diluted....................................... $ .31 $ .20
<FN>
- ----------------
The treasury stock method was used to determine the weighted average number
of shares of common sotck equivalents outstanding during the periods.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 AND
DECEMBER 31, 1993 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> JAN-01-1994 JAN-01-1994
<PERIOD-END> MAR-31-1994 DEC-31-1994
<CASH> 14,944 2,638
<SECURITIES> 0 0
<RECEIVABLES> 68,353 60,025
<ALLOWANCES> 2,682 2,600
<INVENTORY> 0 0
<CURRENT-ASSETS> 89,041 67,703
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 248,457 227,761
<CURRENT-LIABILITIES> 39,432 29,627
<BONDS> 2,336 3,133
<COMMON> 28 28
0 0
0 0
<OTHER-SE> 187,801 176,995
<TOTAL-LIABILITY-AND-EQUITY> 248,457 227,761
<SALES> 0 0
<TOTAL-REVENUES> 144,739 446,328
<CGS> 0 0
<TOTAL-COSTS> 88,700 273,327
<OTHER-EXPENSES> 1,152 4,584
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 100 1,570
<INCOME-PRETAX> 15,502 45,207
<INCOME-TAX> 6,497 19,090
<INCOME-CONTINUING> 9,005 26,117
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,005 26,117
<EPS-PRIMARY> .31 .92
<EPS-DILUTED> .31 .92
</TABLE>
