<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 July 27, 1997
--------------
Commission File No. 1-14018
--------
NORRELL CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-0953079
- ------------------------------- -------------------
(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
-------------
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: 26,687,646 shares on August
24, 1997.
<PAGE> 2
Norrell Corporation and Subsidiaries
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets -
July 27, 1997 (Unaudited) and October 27, 1996 2
Consolidated Statements of Income
(Unaudited) - Three months and nine months ended July 27,
1997 and July 28, 1996
3
Consolidated Statements of Cash Flows
(Unaudited) - Nine months ended July 27, 1997
and July 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 11
</TABLE>
<PAGE> 3
PART I
ITEM 1
<TABLE>
<CAPTION>
NORRELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ASSETS JULY 27, 1997 OCTOBER 27, 1996
- ------ ---------------- ------------------
<S> <C> <C>
CURRENT ASSETS
Cash and short-term investments $ 4,446 $ 8,876
Accounts receivable trade,
less allowances of $9,160 in 1997 212,169 145,843
and $7,411 in 1996
Prepaid expenses 3,496 2,674
Other 13,258 9,995
--------- ---------
Total current assets 233,369 167,388
--------- ---------
PROPERTY AND EQUIPMENT, less
accumulated depreciation 16,943 13,513
NONCURRENT DEFERRED INCOME TAXES 11,077 6,034
OTHER ASSETS
Goodwill and other intangibles, net of amortization 122,787 45,069
MIS development costs, net of amortization 30,231 18,634
Investments and other assets 12,143 12,593
--------- ---------
Total other assets 165,161 76,296
--------- ---------
TOTAL ASSETS $ 426,550 $ 263,231
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 40,642 9,789
Accounts payable 12,246 14,651
Accrued expenses 79,237 67,536
Deferred revenue and gain 9,108 10,822
--------- ---------
Total current liabilities 141,233 102,798
LONG-TERM DEBT, less current maturities 110,202 23,316
LONG-TERM DEFERRED GAIN 10,355 11,471
LONG-TERM ACCRUED EXPENSES 36,946 27,614
--------- ----------
TOTAL LIABILITIES 298,736 165,199
--------- ----------
SHAREHOLDERS' EQUITY
Common stock, stated value $.01 per share;
50,000,000 shares authorized, with shares
issued and outstanding of 24,185,183 in 1997
and 23,566,204 in 1996 243 236
Treasury stock, at cost; 29,523 shares in 1997
and 29,091 shares in 1996 (822) (575)
Additional paid-in capital 52,148 44,096
Receivables from officers and employees (125) (111)
Retained earnings 76,370 54,386
--------- ---------
Total shareholders' equity 127,814 98,032
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 426,550 $ 263,231
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
NORRELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------------ ----------------------------------
JULY 27, 1997 JULY 28, 1996 JULY 27, 1997 JULY 28, 1996
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
REVENUES $ 332,691 $ 255,275 $ 931,868 $ 734,860
COST OF SERVICES 258,374 201,298 726,751 578,126
------------- -------------- ------------- -------------
Gross Profit 74,317 53,977 205,117 156,734
OPERATING EXPENSES 53,810 41,688 150,452 122,491
DEPRECIATION AND AMORTIZATION 2,558 1,222 7,077 3,866
------------- -------------- ------------- -------------
Income from operations 17,949 11,067 47,588 30,377
OTHER EXPENSE
Interest 2,281 247 5,767 611
Other 874 60 1,734 530
------------- -------------- ------------- -------------
INCOME BEFORE INCOME TAXES 14,794 10,760 40,087 29,236
INCOME TAXES 5,619 4,141 15,232 11,254
------------- -------------- ------------- -------------
NET INCOME $ 9,175 $ 6,619 $ 24,$55 $ 17,982
============= ============== ============= =============
EARNINGS PER COMMON SHARE $ 0.35 $ 0.26 $ 0.96 $ 0.72
============= ============== ============= =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 26,308 25,485 25,999 25,125
============= ============== ============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
NORRELL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
--------------------------------------
JULY 27, 1997 JULY 28, 1996
----------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 24,855 $ 17,982
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization - operating expenses 7,077 3,866
Depreciation and amortization - cost of services/other expenses 465 284
Gain on retirement of common stock (1,413) (1,706)
Provision for doubtful accounts 1,447 1,603
Deferred income taxes (5,496) (4,746)
Deferred gain on sale of building (1,116) 13,339
Long-term accrued expenses 1,037 1,507
Other 4,219 279
Change in current assets and current liabilities
Accounts receivable, trade (58,686) (9,669)
Prepaid expenses (646) (740)
Deferred revenue (569) (115)
Accounts payable (7,420) (93)
Accrued expenses 12,546 3,581
Other (2,002) 1,562
-------- ---------
Net cash (used in) provided by operating activities (25,702) 26,934
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cost of acquisitions, net of cash acquired (76,971) (32,775)
Increase in mis development costs, net (13,318) (9,036)
Additions to property and equipment (6,379) (4,597)
Cash investments in and advances to joint ventures (2,261) (1,569)
Increase in investments and other assets (448) (1,846)
Cash distributions from joint venture -- 325
Increase in goodwill and other intangibles, net (650) (290)
-------- ---------
Net cash used in investing activities (100,027) (49,788)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt 276,489 31,506
Repayments of long-term debt (158,750) (5,513)
Proceeds from stock option exercises including related tax benefits 4,238 1,092
Dividends paid on common stock (2,871) (2,239)
Proceeds from the issuance of common stock 2,594 563
Acquisition of treasury stock (427) (476)
Reduction in receivables from officers and employees 26 249
-------- ---------
Net cash provided by financing activities 121,299 25,182
-------- ---------
NET (DECREASE) INCREASE IN CASH AND SHORT-TERM
INVESTMENTS (4,430) 2,328
CASH AND SHORT-TERM INVESTMENTS AT
BEGINNING OF PERIOD 8,876 5,115
-------- ---------
CASH AND SHORT-TERM INVESTMENTS AT END
OF PERIOD $ 4,446 $ 7,443
======== =========
SUPPLEMENTARY CASH FLOW DISCLOSURES
Cash payments during the period for
Interest $ 4,760 359
Income taxes, net of refunds 15,108 9,284
Nnoncash investing and financing activity
Issuance of options to benefit p#an 953 726
Exercise of benefit plan stock options 1,227 209
</TABLE>
4
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 6
Part I
Item 1
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 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 July 27, 1997, if the company had
terminated each of the swap agreements, the estimated termination
payments would have totaled approximately $626,000. The Company does
not expect to terminate these agreements and expects them to expire as
originally contracted.
5
<PAGE> 7
Part I
Item 1
4. New Accounting Pronouncements
In October 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 123 ("SFAS
123") "Accounting for Stock-Based Compensation," which became
effective for fiscal years beginning after December 15, 1995. SFAS 123
established new financial accounting and reporting standards for
stock-based compensation plans. Entities will be allowed to measure
compensation expense for stock-based compensation under SFAS 123 or
APB Opinion No. 25 "Accounting for Stock Issued to Employees."
Entities electing to remain with the accounting in APB Opinion No. 25
will be required to make pro forma disclosures of net income and
earnings per share as if the provisions of SFAS 123 had been applied.
The Company is adopting SFAS 123 in fiscal 1997 on a pro forma
disclosure basis.
In March 1997, the FASB 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 Nine Months Ended
-------------------------------------------- ----------------------------------------------
July 27, 1997 July 28, 1996 July 27, 1997 July 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 $0.35 $0.38 $0.26 $0.28 $0.96 $1.04 $0.72 $0.77
Fully Diluted/Diluted EPS $0.35 $0.35 $0.26 $0.26 $0.95 $0.96 $0.70 $0.72
</TABLE>
5. Subsequent Event
On July 28, 1997, the Company completed a secondary offering of
2,500,000 shares of its common stock at a public offering price of
$32.25 per share. The net proceeds of $76,300,000 were used to reduce
amounts outstanding under the $150,000,000 revolving credit facility.
6
<PAGE> 8
Part I
Item 2
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 $4
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 THIRD QUARTER ENDED JULY 27, 1997 COMPARED TO THIRD QUARTER
ENDED JULY 28, 1996
Revenues increased 30.3%, or $77.4 million, to $332.7 million in 1997.
Staffing Services revenues grew 19.9% to $224.2 million, and accounted for
67.4% and 73.3% of total 1997 and 1996 period revenues, respectively. Staffing
Services volume, as measured by hours that staffing employees worked, increased
16.0% and prices rose 3.3% compared to 15.7% and 3.2%, respectively, for the
1996 period. Outsourcing Services revenues grew 22.8% to $64.4 million.
Outsourcing Services revenues from customers other than IBM increased $9.5
million in 1997 to $25.2 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, American Technical
Resources, Inc. ("ATR") in August, 1996, Accounting Resources, Inc. ("ARI") in
November, 1996 and Comtex in January, 1997. Professional Services revenues were
$44.1 million in the 1997 period compared to $15.8 million in the 1996 period,
a 179.5% increase. The 1996 period results for Professional Services included
the results of ATR which was accounted for as a pooling of interests, and
Financial Staffing.
Gross profit increased 37.7%, or $20.3 million, to $74.3 million in
1997. Gross margin (gross profit as a percent of revenues) increased from 21.1%
in the 1996 period to 22.3% in the 1997 period. Staffing Services gross margin
remained constant year over year at 21.6%. Outsourcing Services gross margin
increased from 17.6% in 1996 to 18.1% in the 1997 period. During the 1996
period the Company recorded an adjustment to reduce revenue from fixed fee
contracts based on a review of all fixed contract terms. This adjustment was
partially offset by a reversal of workers compensation expense due to favorable
loss experience. If the adjustments, which reduced margin by $617,000, had not
been made, gross margin for the 1996 period would have been 18.4%. Professional
Services gross margin increased from 27.2% in the 1996 period to 32.1% in the
1997 period as a result of adding higher margin information technology
consulting services in the 1997 period through the acquisitions of ANATEC and
Comtex.
Operating expenses increased 29.1%, or $12.1 million, primarily as a
result of the acquisitions of ANATEC, Comtex and ARI. Depreciation and
amortization expense increased $1.3 million, or 109.3%, 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, increased from 16.8% in the 1996
period to 16.9% in the 1997 period due to increased depreciation and
amortization expense.
Interest expense increased from $247,000 in the 1996 period to $2.3
million in the 1997 period as a result of borrowings to fund the purchases 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 $60,000 in the 1996 period to $874,000
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 NINE MONTHS ENDED JULY 27, 1997 COMPARED TO NINE MONTHS ENDED
JULY 28, 1996
Revenues increased 26.8%, or $197.0 million, to $931.9 million in
1997. Staffing Services revenues grew 16.8% to $632.7 million, and accounted
for 67.9% and 73.7% of total 1997 and 1996 period revenues, respectively.
Staffing Services volume, as measured by hours that staffing employees worked,
increased 12.5% and prices rose 3.9% compared to 14.4% and 3.8%, respectively,
for the 1996 period. Outsourcing Services revenues grew 17.9% to $180.2
million. Outsourcing Services revenues from customers other than IBM increased
$20.9 million from 1996 to $63.6 million. The Company added to its Professional
Services Group through the acquisitions of ANATEC, ATR, ARI and Comtex.
Professional Services revenues were $119.0 million in the 1997 period compared
to $40.5 million in the 1996 period, a 193.5% increase. The 1996 period
included the results of ATR, which was accounted for as a pooling of interests,
and Financial Staffing.
Gross profit increased 30.9%, or $48.4 million, to $205.1 million in
1997. Gross margin increased from 21.3% in the 1996 period to 22.0% in the 1997
period. Staffing Services gross margin declined from 21.8% in 1996 to 21.4% in
1997. During the first quarter of 1996, workers' compensation liability for the
franchise division of Norrell Services was adjusted to give effect to a much
better than expected loss experience. The adjustment resulted in a reduction of
$800,000 in cost of services which added 0.1% 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 0.3% was primarily the result of
higher wage rates. Outsourcing Services gross margin remained constant year
over year at 18.2%. During the 1996 period the Company recorded an adjustment
to reduce revenue from fixed fee contracts based on a review of all fixed
contract terms. This adjustment was partially offset by a reversal of workers
compensation expense due to favorable loss experience. If the adjustments,
which reduced margin by $617,000, had not been made, gross margin for the 1996
period would have been 18.5%. Professional Services gross margin increased from
26.4% in the 1996 period to 31.1% in the 1997 period as a result of adding
higher margin information technology consulting services in the 1997 period
through the acquisition of ANATEC and Comtex.
Operating expenses increased 22.8%, or $28.0 million, primarily as a
result of acquisitions. Depreciation and amortization expense increased $3.2
million, or 83.1%, 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 17.2% in the 1996
period to 16.9% in the 1997 period as the Company experienced favorable
operating leverage.
Interest expense increased from $611,000 in the 1996 period to $5.8
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 $530,000 in the 1996 period to $1.7
million 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 $25.7 million compared
to cash provided of $26.9 million in the 1996 period. The 1997 period included
an increase of $58.7 million in trade accounts receivable compared to an
increase of $9.7 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 $12.5 million compared to an increase of $3.6 million
in the 1996 period. This increase was due to internal growth in operations and
the acquisitions of Comtex, ANATEC and ARI. The 1996 cash provided by operating
activities included a $13.3 million gain from the sale of the Company's
interest in its Atlanta headquarters
8
<PAGE> 10
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 $100.0 million in the 1997 period
compared to cash used of $49.8 million in the 1996 period. The January 1997
purchase of Comtex, the November 1996 purchase of ARI and the final payment
associated with the July 1996 acquisition of ANATEC resulted in cash uses of
$59.8 million, $7.6 million and $9.6 million, respectively, in the 1997 period.
The purchase of Valley Staffing Services, Inc. in January 1996 and ANATEC in
July 1996 used cash of $6.7 million and $26.1 million, respectively, in the
1996 period. The ANATEC payment of $9.6 million was based on ANATEC's gross
profit for the twelve months ended December 31, 1996 and is included in the
cost of acquisitions in the accompanying statements. The investing activities
for 1997 and 1996 included MIS development costs of $13.3 million and $9.0
million, respectively.
At July 27, 1997, the Company had $150.8 million of total debt
outstanding.
On July 28, 1997, a day after the end of the third quarter, the
Company sold an additional 2,500,000 shares of its common stock. The net
proceeds of $76.3 million were used to reduce indebtedness under the Company's
$150.0 million revolving credit facility.
The Company continues to estimate that it will capitalize
approximately $17.0 to $21.0 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 $2.0 to $4.0
million.
At the beginning of the Company's fourth quarter, United Parcel Service (UPS),
a significant customer, experienced a two-week labor strike. The Company
estimates that the impact on fourth quarter earnings per share will be in the
range of $0.01 to $0.03 depending upon how quickly UPS operations return to
normal levels.
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) The following exhibits are filed with this Report:
Exhibit 11 Statement Regarding Computation of Per Share Earnings
Exhibit 27 Financial Data Schedule (for SEC use only)
(b) The following Report on Form 8-K for the period covered under this
quarterly filing is incorporated by reference.
Form 8-K Report dated and filed on July 25, 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: August 29, 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
<TABLE>
<CAPTION>
NORRELL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PRIMARY EARNINGS PER SHARE
(Dollars and shares in thousands, except per share amounts)
Three Months Ended Nine Months Ended
--------------------------------------------------------------------
July 27, July 28, July 27, July 28,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME AVAILABLE TO COMMON SHARES
- ---------------------------------
PRIMARY:
Net income applicable to common stock $ 9,175 $ 6,619 $ 24,855 $ 17,982
============ ============= =============== ==============
WEIGHTED AVERAGE SHARES
- -----------------------
PRIMARY:
Common shares 24,079 23,452 23,919 23,363
Common share equivalents applicable to 2,229 2,033 2,080 1,762
stock options ------------ ------------- --------------- --------------
Total 26,308 25,485 25,999 25,125
============ ============= =============== ==============
EARNINGS PER SHARE
- ------------------
PRIMARY:
Net income applicable to common stock $ 0.35 $ 0.26 $ 0.96 $ 0.72
============ ============= =============== ==============
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
NORRELL CORPORATION AND SUBSIDIARIES
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE
(Dollars and shares in thousands, except per share amounts)
Three Months Ended Nine Months Ended
--------------------------------------------------------------------
July 27, July 28, July 27, July 28,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME AVAILABLE TO COMMON SHARES
- ---------------------------------
FULLY DILUTED:
Net income applicable to common stock $ 9,175 $ 6,619 $ 24,855 $ 17,982
============ ============= =============== ==============
WEIGHTED AVERAGE SHARES
- -----------------------
FULLY DILUTED:
Common shares 24,079 23,452 23,919 23,363
Common share equivalents applicable to 2,257 2,188 2,307 2,282
stock options ------------ ------------- --------------- --------------
Total 26,336 25,640 26,226 25,645
============ ============= =============== ==============
EARNINGS PER SHARE (A)
- ----------------------
FULLY DILUTED:
Net income applicable to common stock $ 0.35 $ 0.26 $ 0.95 $ 0.70
============ ============= =============== ==============
</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>
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