EMPLOYEE SOLUTIONS INC
8-K, 1997-03-21
EMPLOYMENT AGENCIES
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                             -----------------------


                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                   of the Securities and Exchange Act of 1934


                             ----------------------

                              Dated: March 17, 1997




                            Employee Solutions, Inc.
- - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Arizona                   0-22600                   86-0676898
- - --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (I.R.S. Employer
      of incorporation)           File Number)             Identification No.)



2929 East Camelback Road, Suite 220, Phoenix, Arizona                   85016
- - --------------------------------------------------------------------------------
      (Address of principal executive offices)                        (Zip Code)



        Registrant's telephone number, including area code (602) 955-5556
<PAGE>
ITEM 5.           OTHER EVENTS

         On March 17, 1997,  Employee  Solutions,  Inc. (the "Company") issued a
press release,  attached as Exhibit 99,  reporting its 1996  financial  results.
Such press release is incorporated herein by reference.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         1.       Exhibits.  See exhibit index attached hereto.

         2.       Financial Statements.  None.



                                   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.


                                                     EMPLOYEE SOLUTIONS, INC.


                                                     By:/s/ Marvin D. Brody
                                                        ----------------------
                                                        Marvin D. Brody
                                                        Chief Executive Officer

Date: March 21, 1997
                                        2
<PAGE>
                            EMPLOYEE SOLUTIONS, INC.

                                    FORM 8-K

                              DATED MARCH 17, 1997

                                  EXHIBIT INDEX

Exhibit No.                    Description                  Filed Herewith
- - -----------                    -----------                  --------------

   99               Press release dated March 17, 1997            X


                                      EI-1

                                                                      Exhibit 99


FOR IMMEDIATE RELEASE

            Contacts:      Marvin D. Brody, Chairman and Chief Executive Officer
                           Morris C. Aaron, Chief Financial Officer
                           (602) 955-5556


EMPLOYEE SOLUTIONS, INC. ANNOUNCES 1996 EARNINGS

PHOENIX,  AZ / March 17, 1997 ---  Employee  Solutions,  Inc.  (NASDAQ NM: ESOL)
today reported  financial results for its year and fourth quarter ended December
31, 1996.

For the year,  revenues grew 167% to a record $439 million in 1996,  from $164.5
million  in 1995.  Net income  for the year grew to $12.0  million,  or $.37 per
fully diluted share, compared with net income of $3.8 million, or $.14 per fully
diluted share,  in 1995.  (Per share results  throughout are adjusted to reflect
the impact of the two 2-for-1 stock splits effected by the company in 1996.)

For the fourth  quarter of 1996,  revenues grew 104% to $149  million,  from $73
million in the same  period in 1995.  Net income for the 1996  quarter  was $2.3
million,  or $.07 per fully  diluted  share,  in the quarter,  compared with net
income of $1.6 million,  or $.05 per fully diluted share,  in the same period in
1995.

Marvin D. Brody,  Chairman and Chief  Executive  Officer of Employee  Solutions,
Inc.,  stated,  "While  we  are  obviously  pleased  to  announce  substantially
increased  revenues  and  earnings for the year,  we are  disappointed  with the
fourth quarter operating  results,  even though earnings exceeded fourth quarter
1995."

"ESI is also pleased  that it  maintained  its  position as the most  profitable
publicly-held professional employer organization," Brody continued.

ESI reported that earnings were impacted by several  factors which  affected the
fourth  quarter,  particularly  its workers'  compensation  reserves  which were
increased  to $5.2  million at December 31,  1996.  ESI was also  affected,  and
continues to be affected,  by increased  competition and an overall  weakness in
workers' compensation and benefits markets.

As  of  December  31,  1996,  the  number  of  ESI's   worksite   employees  was
approximately  30,100 (compared with approximately 11,000 at year end 1995) plus
approximately   13,000   stand-alone   risk   management/workers'   compensation
employees.
<PAGE>
Employee Solutions,  Inc. is a leading professional  employer organization (PEO)
providing  employers  throughout the United States with  comprehensive  employee
payroll,  human resources and benefits  outsourcing  services.  ESI's integrated
outsourcing  services include payroll processing and reporting,  human resources
administration,    employment    regulatory    compliance    management,    risk
management/workers'  compensation insurance services,  retirement and healthcare
programs  as well as  non-employment  related  products  and  services  provided
directly to worksite employees.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:  The statements  contained in this release which are not historical  facts
are  forward-looking  statements  subject to risks and uncertainties  that could
cause  actual  results  to  differ  materially  from  those  set  forth  in  the
forward-looking  statements including delay or inability to conclude acquisition
transactions,  introductions of competing services,  cancellations of contracts,
changes in applicable regulations,  general market acceptance of ESI's services,
fluctuations in margins,  actual workers'  compensation loss experience,  demand
fluctuations,  and other  risks  detailed  in ESI's  report on Form 10-Q for the
quarter ended September 30, 1996.
<PAGE>
                            Employee Solutions, Inc.
                       Fourth Quarter and Year End Results
                                December 31, 1996
                             (Amounts in thousands)
                            Summary Financial Results


<TABLE>
<CAPTION>
                                                            Three Months Ended            Year Ended
                                                               December 31,              December 31,

                                                          1996         1995           1996          1995

<S>                                                 <C>           <C>           <C>            <C>         
Revenues                                            $   148,836   $    73,060   $    439,016   $    164,455

Gross Profit                                        $     9,285   $     5,693   $     38,154   $     13,780

Income From Operations                              $     3,799   $     2,456   $     18,771   $      6,171

Income Before Taxes                                 $     3,211   $     2,661   $     18,407   $      6,681

Net Income                                          $     2,312   $     1,629   $     12,026   $      3,835

Earnings Per Share - Fully Diluted                  $      0.07   $      0.05   $       0.37   $       0.14


Weighted Average Shares                                  32,785        26,431         32,386         26,431
Outstanding - Fully Diluted
</TABLE>


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