<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[MARK ONE]
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE OF 1934
For the quarterly period ended April 27, 1997
Commission File No. 0-24300
NORRELL CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-0953709
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
3535 Piedmont Road, NE, Atlanta, GA 30305
- ---------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404)240-3000
-------------
</TABLE>
Not applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such (reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 24,079,702 shares on May 25,
1997.
<PAGE> 2
Norrell Corporation and Subsidiaries
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
--------
PART I FINANCIAL INFORMATION
- ------
<S> <C>
ITEM 1. Financial Statements
Consolidated Balance Sheets -
April 27, 1997 (Unaudited) and October 27, 1996 2
Consolidated Statements of Income
(Unaudited) - Three months and Six Months ended
April 27, 1997 and April 28, 1996 3
Consolidated Statements of Cash Flows
(Unaudited) - Six months ended April 27, 1997
and April 28, 1996 4
Notes to Consolidated Financial Statements
(Unaudited) 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION
- -------
ITEM 6. Exhibits and Reports on Form 8-K 10
SIGNATURE 13
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<PAGE> 3
NORRELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS APRIL 27, 1997 OCTOBER 27, 1996
- ------ -------------- ----------------
<S> <C> <C>
CURRENT ASSETS
CASH AND SHORT-TERM INVESTMENTS $ 7,894 $ 8,876
ACCOUNTS RECEIVABLE TRADE,
LESS ALLOWANCES OF $8,712 IN 1997 200,791 145,843
AND $7,411 IN 1996
PREPAID EXPENSES 3,205 2,674
OTHER 11,534 9,995
--------- ---------
TOTAL CURRENT ASSETS 223,424 167,388
--------- ---------
PROPERTY AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 15,589 13,513
NONCURRENT DEFERRED INCOME TAXES 10,791 6,034
OTHER ASSETS
GOODWILL AND OTHER INTANGIBLES, NET OF AMORTIZATION 123,414 45,069
MIS DEVELOPMENT COSTS, NET OF AMORTIZATION 26,433 18,634
INVESTMENTS AND OTHER ASSETS 12,102 12,593
--------- ---------
TOTAL OTHER ASSETS 161,949 76,296
--------- ---------
TOTAL ASSETS $ 411,753 $ 263,231
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM DEBT $ 12,019 $ 9,789
ACCOUNTS PAYABLE 13,570 14,651
ACCRUED EXPENSES 86,596 67,536
DEFERRED REVENUE AND GAIN 10,433 10,822
--------- ---------
TOTAL CURRENT LIABILITIES 122,618 102,798
LONG-TERM DEBT, LESS CURRENT MATURITIES 120,240 23,316
LONG-TERM DEFERRED GAIN 10,727 11,471
LONG-TERM ACCRUED EXPENSES 40,435 27,614
--------- ---------
TOTAL LIABILITIES 294,020 165,199
--------- ---------
SHAREHOLDERS' EQUITY
COMMON STOCK, STATED VALUE $.01 PER SHARE;
50,000,000 SHARES AUTHORIZED, WITH SHARES
ISSUED OF 23,999,360 IN 1997 AND 23,566,204
IN 1996 240 236
TREASURY STOCK, AT COST; 32,565 SHARES IN 1997
AND 29,091 SHARES IN 1996 (790) (575)
ADDITIONAL PAID-IN CAPITAL 50,250 44,096
RECEIVABLES FROM OFFICERS AND EMPLOYEES (125) (111)
RETAINED EARNINGS 68,158 54,386
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 117,733 98,032
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 411,753 $ 263,231
========= =========
</TABLE>
2
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE> 4
NORRELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------- ------------------------------
APRIL 27, 1997 APRIL 28, 1996 APRIL 27, 1997 APRIL 28, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES $317,943 $250,334 $599,177 $479,585
COST OF SERVICES 248,032 197,011 468,377 376,828
-------- -------- -------- --------
GROSS PROFIT 69,911 53,323 130,800 102,757
OPERATING EXPENSES 50,686 41,271 96,642 80,803
DEPRECIATION AND AMORTIZATION 2,598 1,450 4,519 2,644
-------- -------- -------- --------
INCOME FROM OPERATIONS 16,627 10,602 29,639 19,310
OTHER EXPENSE
INTEREST 2,548 208 3,486 364
OTHER 401 235 860 470
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 13,678 10,159 25,293 18,476
INCOME TAXES 5,199 3,910 9,613 7,113
-------- -------- -------- --------
NET INCOME $ 8,479 $ 6,249 $ 15,680 $ 11,363
EARNINGS PER COMMON SHARE $ 0.33 $ 0.25 $ 0.61 $ 0.46
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 25,944 24,929 25,837 24,852
======== ======== ======== ========
</TABLE>
3
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE> 5
NORRELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------------
APRIL 27, 1997 APRIL 28, 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 15,680 $ 11,363
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
DEPRECIATION AND AMORTIZATION - OPERATING EXPENSES 4,519 2,644
DEPRECIATION AND AMORTIZATION - COST OF SERVICES/OTHER EXPENSES 275 148
GAIN ON RETIREMENT OF COMMON STOCK (942) (1,235)
PROVISION FOR DOUBTFUL ACCOUNTS 942 1,115
DEFERRED INCOME TAXES (6,106) (4,926)
DEFERRED GAIN ON SALE OF BUILDING (744) 13,711
LONG-TERM ACCRUED EXPENSES 4,526 1,549
OTHER 3,671 92
CHANGE IN CURRENT ASSETS AND CURRENT LIABILITIES
ACCOUNTS RECEIVABLE, TRADE (46,803) (8,588)
PREPAID EXPENSES (355) 136
DEFERRED REVENUE 285 (709)
ACCOUNTS PAYABLE (6,096) (4,728)
ACCRUED EXPENSES 19,793 3,509
OTHER 619 2,513
--------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (10,736) 16,594
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
COST OF ACQUISITIONS, NET OF CASH ACQUIRED (76,806) (6,780)
INCREASE IN MIS DEVELOPMENT COSTS, NET (8,830) (5,888)
ADDITIONS TO PROPERTY AND EQUIPMENT (3,853) (2,974)
CASH INVESTMENTS IN AND ADVANCES TO JOINT VENTURES (1,532) (1,569)
INCREASE IN INVESTMENTS AND OTHER ASSETS (580) (1,599)
CASH DISTRIBUTIONS FROM JOINT VENTURE -- 325
INCREASE IN GOODWILL AND OTHER INTANGIBLES, NET (565) (268)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (92,166) (18,753)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
PROCEEDS FROM THE ISSUANCE OF LONG-TERM DEBT 233,091 4,030
REPAYMENTS OF LONG-TERM DEBT (133,939) --
PROCEEDS FROM THE ISSUANCE OF COMMON STOCK 2,474 170
PROCEEDS FROM STOCK OPTION EXERCISES INCLUDING RELATED TAX BENEFITS 2,439 722
DIVIDENDS PAID ON COMMON STOCK (1,908) (1,457)
ACQUISITION OF TREASURY STOCK (263) (85)
REDUCTION IN RECEIVABLES FROM OFFICERS AND EMPLOYEES 26 207
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 101,920 3,587
--------- ---------
NET (DECREASE) INCREASE IN CASH AND SHORT-TERM
INVESTMENTS (982) 1,428
CASH AND SHORT-TERM INVESTMENTS AT
BEGINNING OF PERIOD 8,876 5,115
--------- ---------
CASH AND SHORT-TERM INVESTMENTS AT END
OF PERIOD $ 7,894 $ 6,543
========= =========
SUPPLEMENTARY CASH FLOW DISCLOSURES
CASH PAYMENTS DURING THE PERIOD FOR
INTEREST $ 2,528 $ 359
INCOME TAXES, NET OF REFUNDS 13,858 9,284
NONCASH INVESTING AND FINANCING ACTIVITY
ISSUANCE OF OPTIONS TO BENEFIT PLan 842 726
EXERCISE OF BENEFIT PLAN STOCK OPTIONS 780 209
</TABLE>
4
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE> 6
NORRELL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission,
although the Company believes that the disclosures are adequate to
make the information presented not misleading. These consolidated
financial statements should be read in conjunction with the
consolidated financial statements included in the Company's Annual
Report on Form 10-K. The information furnished reflects all
adjustments which, in the opinion of management, are necessary for a
fair statement of the results of operations for the periods presented.
Such adjustments are of a normal recurring nature.
2. Acquisition of Assets
Effective January 2, 1997, the Company acquired all of the outstanding
common and preferred stock and all vested and unvested stock rights of
Comtex Information Systems, Inc. ("Comtex") for $67,000,000 of cash
plus stock options to acquire approximately 141,000 shares of Norrell
Corporation Common Stock at a weighted average exercise price of $4.56
per share.
Comtex is a New York City-based provider of information technology
services, including systems planning and development, organizational
consulting related to business transformation and staff augmentation
support. Comtex has locations in New York City; White Plains, New
York and Miami, Florida.
The acquisition, which was accounted for under the purchase method,
was financed with borrowings under the Company's revolving credit
facility.
The results of operations of Comtex are included in the statements of
income beginning January 2, 1997. At December 31, 1996, Comtex had
net assets of $10,066,000.
3. Long Term Debt and Financial Instruments
Effective December 26, 1996, the Company amended its $95,000,000
revolving credit facility to increase available borrowings to
$150,000,000. In addition, the Company increased its available
borrowings under its unsecured lines of credit from $40,000,000 to
$50,000,000.
The Company also entered into four interest rate swap agreements in
order to manage exposure to fluctuations in interest rates. The
difference between fixed and variable interest amounts calculated by
reference to agreed-upon principal notional amounts is recognized as
an adjustment to interest expense over the life of the swaps. Two of
the four swap agreements are each for notional principal amounts of
$20,000,000, the remaining two agreements are for notional principal
amounts of $12,000,000 and $8,000,000. The Company exchanges floating
interest rates based on LIBOR for an average fixed rate of 6.43% at
quarterly settlement dates. The swap agreements terminate between
November 2001 and January 2002. At April 27, 1997, the total fair
market value of the swaps was $1,018,000.
5
<PAGE> 7
4. New Accounting Pronouncement
In March, 1997, the Financial Accounting Standards Board released
Statement of Financial Accounting Standard No. 128 ("SFAS 128"),
Earnings Per Share, which is effective for fiscal years ending after
December 15, 1997. Early adoption is not permitted. SFAS 128 may
significantly change reported earnings per share ("EPS") for
companies, such as Norrell Corporation, with complex capital
structures as compared to EPS calculated using the modified treasury
stock method. The pro forma effect of applying the provision of SFAS
128 is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------------------------- ----------------------------------------------
April 27, 1997 April 28, 1996 April 27, 1997 April 28, 1996
-------------- -------------- -------------- --------------
Historical Pro Forma Historical Pro Forma Historical Pro Forma Historical Pro Forma
---------- --------- ---------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Primary/Basic EPS $0.33 $0.35 $0.25 $0.27 $0.61 $0.66 $0.46 $0.49
Fully Diluted/Diluted EPS $0.33 $0.33 $0.25 $0.25 $0.61 $0.61 $0.45 $0.46
</TABLE>
6
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company operates on a 52-53 week fiscal calendar. The 1997 fiscal
year will end on November 2 and will include a 53rd week. The Company
anticipates the additional week of operations will add approximately $3 to $6
million to fourth quarter operating income. A 53rd week occurs in one of every
5 or 6 fiscal years depending on the timing of leap years.
OPERATING RESULTS SECOND QUARTER ENDED APRIL 27, 1997 COMPARED TO SECOND
QUARTER ENDED APRIL 28, 1996
Revenues increased 27.0%, or $67.6 million, to $317.9 million in 1997.
Staffing Services revenues grew 16.5% to $214.0 million, and accounted for
67.3% and 73.4% of total 1997 and 1996 period revenues, respectively.
Staffing Services volume, as measured by hours that staffing employees worked,
increased 12.1% and prices rose 3.9% compared to 15.0% and 3.5%, respectively,
for the 1996 period. Outsourcing Services revenues grew 14.2% to $60.2
million. Outsourcing Services revenues from customers other than IBM increased
$6.2 million in 1997 to $20.8 million. The Company added to its Professional
Services Group through the acquisitions of Analytical Technologies, Inc. and
ANATEC Canada, Inc. (collectively "ANATEC") in July, 1996, Accounting
Resources, Inc. ("ARI") in November, 1996 and Comtex in January, 1997.
Professional Services revenues were $43.7 million in the 1997 period compared
to $13.9 million in the 1996 period, a 214.0% increase. The 1996 period
included the results of American Technical Resources, Inc. ("ATR"), which was
accounted for as a pooling of interests, and Financial Staffing.
Gross profit increased 31.1%, or $16.6 million, to $69.9 million in 1997.
Gross margin (gross profit as a percent of revenues) increased from 21.3% in
the 1996 period to 22.0% in the 1997 period. Staffing Services gross margin
decreased from 21.5% in 1996 to 21.1% in 1997. This decline of 0.4% was
primarily the result of higher wage rates. Outsourcing Services gross margin
decreased from 19.2% in 1996 to 18.3% in the 1997 period. Over half of the
decline was due to increased use of Staffing Services employees to staff
outsourcing contracts. Under this arrangement, Staffing Services recognizes
the gross profit, whereas Outsourcing Services recognizes revenue from these
transactions equal to the charge from Staffing Services. The remaining decline
was due to a customer billing adjustment which added 0.3% to the 1996 period
gross margin and to a somewhat smaller price increase in the 1997 period on a
contract with IBM. Contract costs rose slightly more than the price increase
which contributed to the margin decline. Professional Services gross margin
increased from 26.3% in the 1996 period to 31.4% in the 1997 period. Margins
increased as a result of adding higher margin information technology consulting
services in the 1997 period through the acquisitions of ANATEC, ARI and Comtex.
Operating expenses increased 22.8%, or $9.4 million, primarily as a result
of acquisitions and the added costs of supporting internal growth.
Depreciation and amortization expense increased $1.1 million, or 79.2%, as a
result of increased investment in management information systems ("MIS") and
amortization of goodwill from acquisitions. Operating expenses and
depreciation and amortization, as a percentage of revenues, declined from 17.1%
in the 1996 period to 16.8% in the 1997 period as the Company experienced
favorable operating leverage.
Interest expense increased from $208,000 in the 1996 period to $2.5
million in the 1997 period as a result of borrowings to fund the purchase of
ANATEC, ARI and Comtex and the increased cost associated with carrying a higher
trade accounts receivable balance. See Liquidity and Capital Resources.
Other expense increased from $235,000 in the 1996 period to $401,000 in
the 1997 period as a result of increased losses from the Company's 50%
ownership in a joint venture to provide administrative outsourcing for health
care facilities.
7
<PAGE> 9
OPERATING RESULTS SIX MONTHS ENDED APRIL 27, 1997 COMPARED TO SIX MONTHS ENDED
APRIL 28, 1996
Revenues increased 24.9%, or $119.6 million, to $599.2 million in 1997.
Staffing Services revenues grew 15.2% to $408.5 million, and accounted for
68.2% and 73.9% of total 1997 and 1996 period revenues, respectively.
Staffing Services volume, as measured by hours that staffing employees worked,
increased 10.7% and prices rose 4.1% compared to 13.7% and 4.2%, respectively,
for the 1996 period. Outsourcing Services revenues grew 15.3% to $115.8
million. Outsourcing Services revenues from customers other than IBM increased
$11.4 million from 1996 to $38.4 million. The Company added to its Professional
Services Group through the acquisitions of ANATEC, ARI and Comtex.
Professional Services revenues were $74.9 million in the 1997 period compared
to $24.8 million in the 1996 period, a 202.4% increase.
Gross profit increased 27.3%, or $28.0 million, to $130.8 million in 1997.
Gross margin increased from 21.4% in the 1996 period to 21.8% in the 1997
period. Staffing Services gross margin declined from 21.9% in 1996 to 21.3% in
1997. During the first quarter of 1996, workers' compensation liability for
the franchise division of Norrell Services was adjusted to give effect to much
better than expected loss experience. The adjustment resulted in a reduction
of $800,000 in cost of services which added 0.2% to Staffing Services gross
margin in the 1996 period. Without this adjustment, gross margin would have
been 21.7% in the 1996 period. The remaining decline of 0.4% was primarily the
result of higher wage rates. Outsourcing Services gross margin declined from
18.6% in 1996 to 18.2% in the 1997 period. Over half of the decline was due to
a an increased use of Staffing Services' employees to staff outsourcing
contracts. Under this arrangement, Staffing Services recognizes the gross
profit whereas Outsourcing Services recognizes revenue from these transactions
equal to the charge from Staffing Services. Professional Services gross margin
increased from 25.9% in the 1996 period to 30.5% in the 1997 period. Margins
increased as a result of adding higher margin information technology consulting
services in the 1997 period through the acquisitions of ANATEC, ARI and Comtex.
The 1996 period included the results of ATR, which was accounted for as a
pooling of interests, and Financial Staffing.
Operating expenses increased 19.6%, or $15.8 million, primarily as a
result of acquisitions and the added costs of supporting internal growth.
Depreciation and amortization expense increased $1.9 million, or 70.9%, from
the 1996 period due to increased investment in MIS and goodwill from
acquisitions. Operating expenses and depreciation and amortization, as a
percentage of revenues, declined from 17.4% in the 1996 period to 16.9% in the
1997 period as the Company experienced favorable operating leverage.
Interest expense increased from $364,000 in the 1996 period to $3.5
million in the 1997 period as a result of borrowings to fund the purchase of
ANATEC, ARI and Comtex and the increased cost associated with carrying a higher
trade accounts receivable balance. See Liquidity and Capital Resources.
Other expense increased from $470,000 in the 1996 period to $860,000 in
the 1997 period as a result of increased losses from the Company's 50%
ownership in a joint venture to provide administrative outsourcing for health
care facilities.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operations in the 1997 period was $10.7 million compared to
cash provided of $16.6 million in the 1996 period. The 1997 period included an
increase of $46.8 million in trade accounts and notes receivable compared to an
increase of $8.6 million in the 1996 period. The 1997 increase was due
principally to the higher level of revenues in the 1997 period and to billing
delays caused by the conversion in December 1996 to a new billing and accounts
receivable system. The Company does not believe that system issues have
impacted the collectibility of its accounts receivable. The Company is
currently improving the new billing system and expects to incur additional
costs to improve its operation. Higher revenues in the 1997 period were due,
in part, to the acquisitions of Comtex, ANATEC and ARI. The 1997 period cash
used in operating activities was partially offset by an increase in accrued
expenses (an increase in cash) of $19.8 million compared to an increase of $3.5
million in the 1996 period. Included in the 1997 amount was an accrual of $9.2
million for the contingent payment associated with the acquisition of ANATEC.
The remaining increase in accrued liabilities was related to internal growth in
operations and the
8
<PAGE> 10
acquisitions of Comtex, ANATEC and ARI. The 1996 cash provided by operating
activities included a $13.7 million gain from the sale of the Company's
interest in its Atlanta headquarters building which was sold by its joint
venture owner. The Company had a 50% interest in the joint venture.
Concurrent with the sale, the Company extended its lease for office space in
the building for an additional seven years to now expire in 2007. The gain is
being deferred and amortized on a straight-line basis through July 2005, the
date on which the landlord may terminate the lease, and is recorded as a
reduction in rent expense.
Investing activities used cash of $92.2 million in the 1997 period
compared to cash used of $18.8 million in the 1996 period. The January, 1997
purchase of Comtex and the November, 1996 purchase of ARI resulted in cash uses
of $60.0 million and $7.6 million, respectively, in the 1997 period. The
purchase of Valley Staffing Services, Inc. in January, 1996 used cash of $6.8
million in the 1996 period. In connection with its acquisition of ANATEC, the
Company reached an agreement as to the final payment due the former owners of
ANATEC. This payment of $9.2 million was based on ANATEC's gross profit for
the twelve months ending December 31, 1996 and is included in the cost of
acquisitions in the accompanying statements. The resulting cash flow impact
was a use of $9.2 million. The investing activities for 1997 and 1996 included
MIS development costs of $8.8 million and $5.9 million, respectively.
At April 27, 1997, the Company had $132.3 million of total debt
outstanding.
The Company continues to estimate that it will capitalize approximately
$17 to $21 million of costs in fiscal 1997 for MIS development and
implementation and for property and equipment, primarily desktop computers
required for the operation of new systems. The Company expects to incur
additional costs in fiscal 1997 as a result of the decision to delay the
implementation of a new payroll system. Costs of delaying implementation of
the payroll system will be expensed as incurred during the remainder of fiscal
1997 and are expected to total approximately $4 to $5 million.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking
statements and information that involve risks and uncertainties. Where used in
this report, the words "believe", "anticipate", "expect", "estimate" and similar
expressions are intended to identify forward-looking statements. The Company's
actual results could differ materially from the results anticipated. Among
factors that may have a direct bearing on the Company's results are
fluctuations in economic conditions in the Company's markets, the degree and
nature of competition, pricing competition and the Company's ability to recruit
and replace employees.
9
<PAGE> 11
(a) Exhibit 11 Statement Regarding Computation of Per Share
Earnings
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K
The following reports on Form 8-K filed for the period covered
under this quarterly filing are incorporated by reference.
Form 8-K report dated December 8, 1996, filed on December 20,
1996
Form 8-K/A report dated December 8, 1996, filed on February
19, 1997
10
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORRELL CORPORATION
(REGISTRANT)
Date: June 5, 1997 By: S/C. Kent Garner
----------------
C. Kent Garner
Vice President and Chief
Financial Officer
(On behalf of the Registrant
and as Chief Accounting Officer)
11
<PAGE> 1
EXHIBIT 11
NORRELL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PRIMARY EARNINGS PER SHARE
(Dollars and shares in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------- ----------------------
April 27, April 28, April 27, April 28,
1997 1996 1997 1996
---- ---- ---- ----
INCOME AVAILABLE TO COMMON SHARES
PRIMARY:
<S> <C> <C> <C> <C>
Net income applicable to common stock $ 8,479 $ 6,249 $15,680 $11,363
======= ======= ======= =======
WEIGHTED AVERAGE SHARES
PRIMARY:
Common shares 23,959 23,369 23,839 23,318
Common share equivalents applicable to stock options 1,985 1,560 1,998 1,534
------- ------- ------- -------
Total 25,944 24,929 25,837 24,852
======= ======= ======= =======
EARNINGS PER SHARE
PRIMARY:
Net income applicable to common stock $ 0.33 $ 0.25 $ 0.61 $ 0.45
======= ======= ======= =======
</TABLE>
<PAGE> 2
NORRELL CORPORATION AND SUBSIDIARIES
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE
(Dollars and shares in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------- -----------------------
April 27, April 28, April 27, April 28,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME AVAILABLE TO COMMON SHARES
FULLY DILUTED:
Net income applicable to common stock $ 8,479 $ 6,249 $15,680 $11,363
======= ======= ======= =======
WEIGHTED AVERAGE SHARES
FULLY DILUTED:
Common shares 23,959 23,369 23,839 23,318
Common share equivalents applicable to stock options 1,985 1,864 1,998 1,888
------- ------- ------- -------
Total 25,944 25,233 25,837 25,206
======= ======= ======= =======
EARNINGS PER SHARE (A)
FULLY DILUTED:
Net income applicable to common stock $ 0.33 $ 0.25 $ 0.61 $ 0.45
======= ======= ======= =======
</TABLE>
(a) This calculation is submitted in accordance with Regulation S-K 601(b)(11)
although not required by footnote 2 to paragraph 14 of APB Opinion No. 15
because it results in dilution of less than 3%.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-02-1997
<PERIOD-START> OCT-28-1996
<PERIOD-END> APR-27-1997
<EXCHANGE-RATE> 1
<CASH> 7,894
<SECURITIES> 0
<RECEIVABLES> 200,791
<ALLOWANCES> 8,712
<INVENTORY> 0
<CURRENT-ASSETS> 223,424
<PP&E> 33,994
<DEPRECIATION> 18,405
<TOTAL-ASSETS> 411,753
<CURRENT-LIABILITIES> 122,618
<BONDS> 0
0
0
<COMMON> 240
<OTHER-SE> 117,493
<TOTAL-LIABILITY-AND-EQUITY> 411,753
<SALES> 599,177
<TOTAL-REVENUES> 599,177
<CGS> 468,377
<TOTAL-COSTS> 468,377
<OTHER-EXPENSES> 101,161
<LOSS-PROVISION> 942
<INTEREST-EXPENSE> 3,486
<INCOME-PRETAX> 25,293
<INCOME-TAX> 9,613
<INCOME-CONTINUING> 15,680
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,680
<EPS-PRIMARY> .61
<EPS-DILUTED> .61
</TABLE>
