<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
<TABLE>
<C> <S>
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
2884 SAND HILL ROAD 94025
SUITE 200 (zip-code)
MENLO PARK, CALIFORNIA
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: (650) 234-6000
------------------------
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 June 30, 2000:
178,737,412 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 SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
--------- ------------
<S> <C> <C>
(UNAUDITED)
ASSETS:
Cash and cash equivalents................................... $228,628 $151,074
Accounts receivable, less allowances of $16,604 and
$13,424.................................................... 364,254 309,278
Other current assets........................................ 36,657 30,187
-------- --------
Total current assets.................................... 629,539 490,539
Intangible assets, less accumulated amortization of $65,027
and $60,889................................................ 172,068 175,747
Property and equipment, less accumulated depreciation of
$106,405 and $82,413....................................... 113,030 110,902
-------- --------
Total assets............................................ $914,637 $777,188
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses....................... $ 39,249 $ 29,835
Accrued payroll costs....................................... 186,354 145,410
Income taxes payable........................................ 2,515 64
Current portion of notes payable and other indebtedness..... 44 898
-------- --------
Total current liabilities............................... 228,162 176,207
Notes payable and other indebtedness, less current
portion.................................................... 2,580 2,597
Deferred income taxes....................................... 11,624 22,281
-------- --------
Total liabilities....................................... 242,366 201,085
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value authorized 260,000,000 shares;
issued and outstanding 178,010,183 and
176,147,874 shares......................................... 178 176
Capital surplus............................................. 375,420 303,005
Deferred compensation....................................... (81,614) (54,127)
Accumulated other comprehensive income...................... (3,855) (2,420)
Retained earnings........................................... 382,142 329,469
-------- --------
Total stockholders' equity.............................. 672,271 576,103
-------- --------
Total liabilities and stockholders' equity.............. $914,637 $777,188
======== ========
</TABLE>
All shares and amounts have been restated to retroactively reflect the
two-for-one stock split effected in the form of a stock dividend in June 2000.
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 PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- ---------------------
2000 1999 2000 1999
-------- -------- ---------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues............................... $671,000 $497,060 $1,303,846 $982,048
Direct costs of services, consisting of payroll,
payroll taxes and insurance costs for temporary
employees......................................... 381,534 292,670 743,331 579,763
-------- -------- ---------- --------
Gross margin....................................... 289,466 204,390 560,515 402,285
Selling, general and administrative expenses....... 214,752 148,710 415,696 287,700
Amortization of intangible assets.................. 1,251 1,254 2,504 2,483
Interest income, net............................... (2,458) (1,517) (3,914) (2,824)
-------- -------- ---------- --------
Income before income taxes......................... 75,921 55,943 146,229 114,926
Provision for income taxes......................... 29,078 22,004 56,006 45,677
-------- -------- ---------- --------
Net income......................................... $ 46,843 $ 33,939 $ 90,223 $ 69,249
======== ======== ========== ========
Basic net income per share......................... $ .26 $ .19 $ .51 $ .38
Diluted net income per share....................... $ .25 $ .18 $ .49 $ .37
</TABLE>
All per share amounts have been restated to retroactively reflect the
two-for-one stock split effected in the form of a stock dividend in June 2000.
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>
SIX MONTHS ENDED
JUNE 30,
-------------------
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
COMMON STOCK--SHARES:
Balance at beginning of period............................ 176,148 182,450
Issuances of restricted stock............................. 1,152 698
Repurchases of common stock............................... (1,512) (2,816)
Exercises of stock options................................ 2,222 424
-------- --------
Balance at end of period................................ 178,010 180,756
======== ========
COMMON STOCK--PAR VALUE:
Balance at beginning of period............................ $ 176 $ 182
Issuances of restricted stock............................. 1 1
Repurchases of common stock............................... (1) (3)
Exercises of stock options................................ 2 0
-------- --------
Balance at end of period................................ $ 178 $ 180
======== ========
CAPITAL SURPLUS:
Balance at beginning of period............................ $303,004 $270,520
Issuances of restricted stock--excess over par value...... 43,512 7,865
Exercises of stock options--excess over par value......... 14,790 1,367
Capital impact of equity incentive plans.................. 14,114 8,507
-------- --------
Balance at end of period................................ $375,420 $288,259
======== ========
DEFERRED COMPENSATION:
Balance at beginning of period............................ $(54,127) $(56,790)
Issuances of restricted stock............................. (43,513) (7,866)
Amortization of deferred compensation..................... 16,026 11,408
-------- --------
Balance at end of period................................ $(81,614) $(53,248)
======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance at beginning of period............................ $ (2,420) $ (1,244)
Translation adjustments................................... (1,435) (1,333)
-------- --------
Balance at end of period................................ $ (3,855) $ (2,577)
======== ========
RETAINED EARNINGS:
Balance at beginning of period............................ $329,469 $309,804
Repurchases of common stock--excess over par value........ (37,550) (41,147)
Net income................................................ 90,223 69,249
-------- --------
Balance at end of period................................ $382,142 $337,906
======== ========
COMPREHENSIVE INCOME:
Net income................................................ $ 90,223 $ 69,249
Translation adjustments................................... (1,435) (1,333)
-------- --------
Total comprehensive income.............................. $ 88,788 $ 67,916
======== ========
</TABLE>
All shares and amounts have been restated to retroactively reflect the
two-for-one stock split effected in the form of a stock dividend in June 2000.
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>
SIX MONTHS ENDED
JUNE 30,
-------------------
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 90,223 $ 69,249
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of intangible assets..................... 2,504 2,483
Depreciation expense.................................. 24,584 14,949
Provision for deferred income taxes................... (14,214) (2,633)
Changes in assets and liabilities, net of effects of
acquisitions:
Increase in accounts receivable....................... (54,896) (26,818)
Increase in accounts payable, accrued expenses and
accrued payroll costs............................... 50,258 5,505
Increase in income taxes payable...................... 2,451 6,177
Change in other assets, net of change in other
liabilities......................................... 14,534 9,713
-------- --------
Total adjustments....................................... 25,221 9,376
-------- --------
Net cash and cash equivalents provided by operating
activities.............................................. 115,444 78,625
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired........................ (693) --
Capital expenditures...................................... (27,996) (25,470)
-------- --------
Net cash and cash equivalents used in investing
activities.............................................. (28,689) (25,470)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock and common stock
equivalents............................................. (37,551) (41,148)
Principal payments on notes payable and other
indebtedness............................................ (556) 34
Proceeds and capital impact of equity incentive plans..... 28,906 9,874
-------- --------
Net cash and cash equivalents used in financing
activities.............................................. (9,201) (31,240)
-------- --------
Net increase in cash and cash equivalents................... 77,554 21,915
Cash and cash equivalents at beginning of period............ 151,074 166,060
-------- --------
Cash and cash equivalents at end of period.................. $228,628 $187,975
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................. $ 165 $ 182
Income taxes.............................................. $ 49,741 $ 23,210
Acquisitions:
Asset acquired--
Intangible assets....................................... $ 703 $ --
Other................................................... 90 --
Liabilities incurred--
Other................................................... (100) --
-------- --------
Cash paid, net of cash acquired........................... $ 693 $ --
======== ========
</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
JUNE 30, 2000
(UNAUDITED)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS. Robert Half International Inc. (the "Company")
provides specialized staffing services through such divisions as
ACCOUNTEMPS-REGISTERED TRADEMARK-, ROBERT HALF-REGISTERED TRADEMARK-,
OFFICETEAM-REGISTERED TRADEMARK-, RHI CONSULTING-REGISTERED TRADEMARK-, RHI
MANAGEMENT RESOURCES-REGISTERED TRADEMARK-, THE AFFILIATES-REGISTERED TRADEMARK-
and THE CREATIVE GROUP-REGISTERED TRADEMARK-. The Company, through its
ACCOUNTEMPS, ROBERT HALF and RHI MANAGEMENT RESOURCES divisions, is the world's
largest specialized provider of temporary, full-time, and project professionals
in the fields of accounting and finance. OFFICETEAM specializes in highly
skilled temporary administrative support personnel. RHI CONSULTING provides
contract information technology professionals. THE AFFILIATES provides
temporary, project, and full-time staffing of attorneys and specialized support
personnel within law firms and corporate legal departments. THE CREATIVE GROUP
provides project staffing in the advertising, marketing, and Web design fields.
Revenues are predominantly from temporary services. The Company operates in the
United States, Canada, Europe, and Australia. The Company is a Delaware
corporation.
PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include
the accounts of the Company and its subsidiaries, all of which are wholly-owned.
All significant intercompany balances have been eliminated. Certain
reclassifications have been made to the 1999 financial statements to conform to
the 2000 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 and six months ended June 30, 2000, and
1999 are not necessarily indicative of 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, 1999.
REVENUE RECOGNITION. Temporary services 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 employed for the Company's guarantee period, typically
90 days.
CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments with a maturity of three months or less as cash equivalents.
INTANGIBLE ASSETS. Intangible assets primarily consist of the cost of
acquired companies in excess of the fair market value of their net tangible
assets at acquisition date, which 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 existed at June 30,
2000.
5
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
(UNAUDITED)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 rates.
FOREIGN CURRENCY TRANSLATION. The results of operations of the Company's
foreign subsidiaries are translated at the monthly average exchange rates
prevailing during the period. The financial position of the Company's foreign
subsidiaries is translated at the current exchange rates at the end of the
period, and the related translation adjustments are recorded as a component of
comprehensive income within Stockholders' Equity. Gains and losses resulting
from foreign currency transactions are included in the Consolidated Statements
of Income.
USE 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.
PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost.
Depreciation expense is computed using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are amortized over
the shorter of the life of the related asset or the life of the lease.
NOTE B--BUSINESS SEGMENTS
The Company has two reportable segments: temporary and consultant staffing;
and permanent placement staffing. The temporary and consultant staffing segment
provides specialized personnel in the accounting and finance, administrative and
office, information technology, legal, advertising, marketing, and Web design
fields. The permanent placement staffing segment provides full-time personnel in
the accounting, finance, and information technology fields.
The accounting policies of the segments are the same as those described in
Note A: Summary of Significant Accounting Policies. The Company evaluates
performance based on profit or loss from operations before interest expense,
intangible amortization expense, and income taxes.
6
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
(UNAUDITED)
NOTE B--BUSINESS SEGMENTS (CONTINUED)
The following table provides a reconciliation of revenue and operating
profit by reportable segment to consolidated results (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- ---------------------
2000 1999 2000 1999
-------- -------- ---------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues
Temporary and consultant staffing................ $605,605 $460,505 $1,180,350 $909,628
Permanent placement staffing..................... 65,395 36,555 123,496 72,420
-------- -------- ---------- --------
$671,000 $497,060 $1,303,846 $982,048
======== ======== ========== ========
Operating income
Temporary and consultant staffing................ $ 56,883 $ 46,992 $ 111,040 $ 97,283
Permanent placement staffing..................... 17,831 8,688 33,779 17,302
-------- -------- ---------- --------
74,714 55,680 144,819 114,585
Amortization of intangible assets.................. 1,251 1,254 2,504 2,483
Interest income, net............................... (2,458) (1,517) (3,914) (2,824)
-------- -------- ---------- --------
Income before income taxes......................... $ 75,921 $ 55,943 $ 146,229 $114,926
======== ======== ========== ========
</TABLE>
NOTE C--STOCK SPLIT
In June 2000, the Company effected a two-for-one stock split in the form of
a stock dividend. All shares and per share amounts in the financial statements
have been restated to retroactively reflect the two-for-one stock split.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain information contained in Management's Discussion and Analysis and in
other parts of this report may be deemed forward-looking statements regarding
events and financial trends that may affect the Company's future operating
results or financial positions. Such statements may be identified by words such
as "estimate", "project", "plan", "intend", "believe", "expect", "anticipate",
or variations or negatives thereof or by similar or comparable words or phrases.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in the
statements. Such risks and uncertainties include, but are not limited to, the
following: changes in general or local economic conditions or in the economic
condition of any industry, the availability of qualified staff employees and
temporary candidates, government regulation of the personnel services industry,
general regulations relating to employers and employees, liability risks
associated with the operation of a personnel services business and competitive
conditions in the personnel services industry. In addition, it should be noted
that, because long-term contracts are not a significant portion of the Company's
business, future results cannot be reliably predicted by considering past trends
or extrapolating past results.
RESULTS OF OPERATIONS FOR EACH OF THE THREE MONTHS AND SIX MONTHS ENDED JUNE
30, 2000 AND 1999
Temporary services revenues were $606 million and $460 million for the three
months ended June 30, 2000 and 1999, respectively, increasing by 32% during the
three months ended June 30, 2000 compared to the same period in 1999. Temporary
services revenues were $1,180 million and $910 million for the six months ended
June 30, 2000 and 1999, respectively, increasing by 30% during the six months
ended June 30, 2000 compared to the same period in 1999. Permanent placement
revenues were $65 million and $37 million for the three months ended June 30,
2000 and 1999, respectively, increasing by 76% during the three months ended
June 30, 2000 compared to the same period in 1999. Permanent placement revenues
were $124 million and $72 million for the six months ended June 30, 2000 and
1999, respectively, increasing by 72% during the six months ended June 30, 2000
compared to the same period in 1999. Overall revenue increases reflect continued
demand for the Company's services, which the Company believes is a result of
increased acceptance in the use of professional staffing services.
The Company currently has more than 280 offices in 40 states and eight
foreign countries. Domestic operations represented 89% of revenues for both the
three and six months ended June 30, 2000, and 88% of revenues for both the three
and six months ended June 30, 1999. Foreign operations represented 11% of
revenues for both the three and six months ended June 30, 2000, and 12% revenues
for both the three and six months ended June 30, 1999.
Gross margin dollars from the Company's temporary services represent
revenues less direct costs of services, which consist of payroll, payroll taxes
and insurance costs for temporary employees. Gross margin dollars from permanent
placement services are equal to revenues, as there are no direct costs
associated with such revenues. Gross margin dollars for the Company's temporary
services were $224 million and $437 million for the three and six months ended
June 30, 2000, respectively, compared to $167 million and $330 million for the
comparable periods in 1999, increasing by 34% and 32% for the three and six
months ended June 30, 2000, respectively. Gross margin amounts equaled 37% of
revenues for temporary services for both the three and six months ended
June 30, 2000, compared to 36% of temporary service revenues for both the three
and six months ended June 30, 1999, which the Company believes reflects its
ability to adjust billing rates and wage rates to underlying market conditions.
Gross margin dollars for the Company's permanent placement division were
$65 million and $124 million for the three and six months ended June 30, 2000,
respectively, compared to $37 million and $72 million for the comparable periods
in 1999, increasing by 76% and 72% for the three and six months ended June 30,
2000, respectively.
Selling, general and administrative expenses were $215 million and
$416 million for the three and six months ended June 30, 2000, respectively,
compared to $149 million and $288 million during the three and six months ended
June 30, 1999, respectively. Selling, general and administrative expenses as a
percentage
8
<PAGE>
of revenues were 32% for both the three and six months ended June 30, 2000,
compared to 30% and 29% for the three and six months ended June 30, 1999,
respectively. Selling, general and administrative expenses consist primarily of
staff compensation, advertising, depreciation and occupancy costs. The increase
in 2000 relates primarily to various candidate recruitment initiatives, both
online and through traditional means.
The Company allocates the excess of cost over the fair market value of the
net tangible assets first to identifiable intangible assets, if any, and then to
goodwill. Although management believes that goodwill has an unlimited life, the
Company amortizes these costs over 40 years. Management believes that its
strategy of making acquisitions of established companies in established markets
and maintaining its presence in these markets preserves the goodwill for an
indeterminate period. 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 is less than their
carrying value. Based upon its most recent analysis, the Company believes that
no material impairment of intangible assets existed at June 30, 2000. Intangible
assets represented 19% of total assets and 26% of total stockholders' equity at
June 30, 2000.
Interest income for the three months ended June 30, 2000 and 1999 was
$2,660,000 and $1,604,000, respectively, while interest expense for the three
months ended June 30, 2000 and 1999 was $202,000 and $87,000, respectively.
Interest income for the six months ended June 30, 2000 and 1999 was $4,416,000
and $3,142,000, respectively, while interest expense for the six months ended
June 30, 2000 and 1999 was $502,000 and $318,000, respectively. The increase in
interest income is primarily attributable to increased balances in
interest-bearing cash and cash equivalents.
The provision for income taxes was 38% for both the three and six months
ended June 30, 2000, respectively, compared to 39% and 40% for the three and six
months ended June 30, 1999, respectively. This decrease reflects the impact of
various state tax planning initiatives undertaken during 1999.
LIQUIDITY AND CAPITAL RESOURCES
The change in the Company's liquidity during the six months ended June 30,
2000 is the net effect of funds generated by operations and the funds used for
capital expenditures, repurchases of common stock and principal payments on
outstanding notes payable. As of June 30, 2000, the Company has authorized the
repurchase from time to time, of up to 18 million shares of the Company's common
stock on the open market or in privately negotiated transactions, depending on
market conditions. During the six months ended June 30, 2000, the Company
repurchased approximately 867,000 shares of common stock on the open market
bringing the total shares repurchased under the authorization to 12,682,000. All
shares have been restated to retroactively reflect the stock split described in
Note C: Stock Split. Repurchases of the securities have been funded with cash
generated from operations. For the six months ended June 30, 2000, the Company
generated $115 million from operations, used $29 million in investing activities
and used $9 million in financing activities.
The Company's working capital at June 30, 2000, included $229 million in
cash and cash equivalents. In addition at June 30, 2000, the Company had
available $75 million of its $80 million bank revolving line of credit. 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,
the Company's fixed payments, and other obligations on both a short and
long-term basis. As of June 30, 2000, the Company had no material capital
commitments.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk sensitive instruments do not subject the Company
to material market risk exposures.
9
<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
On May 4, 2000, registrant held its annual meeting of stockholders. The
three matters presented to stockholders at the annual meeting were (a) the
election of three directors to Class I, (b) the ratification of certain
amendments to the registrant's Equity Incentive Plan and the re-approval of the
plan, as amended, in its entirety and (c) the ratification of certain amendments
to the registrant's Annual Performance Bonus Plan and the re-approval of the
plan, as amended, in its entirety. The vote for director was as follows:
<TABLE>
<CAPTION>
NOMINEE SHARES FOR SHARES WITHHELD
------- ---------- ---------------
<S> <C> <C>
Andrew S. Berwick, Jr..................................... 81,759,296 572,092
Frederick P. Furth........................................ 81,755,294 576,094
M. Keith Waddell.......................................... 81,767,184 564,204
</TABLE>
The continuing directors, whose terms of office did not expire at the
meeting, are Edward W. Gibbons, Harold M. Messmer, Jr., Frederick A. Richman,
Thomas J. Ryan and J. Stephen Schaub.
The proposal regarding the Equity Incentive Plan was approved by the
following vote:
<TABLE>
<S> <C>
For: 49,008,824
Against: 20,480,680
Abstain: 217,787
Broker Non-Vote: 12,624,097
</TABLE>
The proposal regarding the Annual Performance Bonus Plan was approved by the
following vote:
<TABLE>
<S> <C>
For: 79,978,132
Against: 2,162,162
Abstain: 191,094
Broker Non-Vote: 0
</TABLE>
No other matters were voted upon at the annual meeting.
The foregoing numbers are the actual totals and have not been adjusted to
reflect the two-for-one stock split effected in the form of a one-for-one stock
dividend on June 12, 2000.
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 Outside Directors' Option Plan.
10.2 StockPlus Plan.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
(b) The registrant filed no current report on Form 8-K during the quarter
covered by this report.
10
<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)
/s/ M. KEITH WADDELL
--------------------------------------
M. Keith Waddell
VICE CHAIRMAN,
CHIEF FINANCIAL OFFICER
AND TREASURER
(PRINCIPAL FINANCIAL OFFICER AND
DULY AUTHORIZED SIGNATORY)
Date: August 2, 2000
11
