SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-21465
TALX CORPORATION
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(Exact name of registrant as specified in its charter)
MISSOURI
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(State or other jurisdiction of incorporation or organization)
43-0988805
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(I.R.S. Employer Identification No.)
1850 Borman Ct., St. Louis, Missouri 63146
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-434-0046
- --------------------------------------------------------------------------------
(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 [ ]
Shares of Common Stock, par value $.01 per share, outstanding at
August 1, 1997: 5,282,984.
Exhibit Index is on page 13.
1
<PAGE>
TALX CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1997
and June 30, 1997 3
Consolidated Statements of Operations for the Three Months
Ended June 30, 1996 and 1997 4
Consolidated Statements of Cash Flows for the Three Months
Ended June 30, 1996 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
PART II - OTHER INFORMATION
Item 6. Exhibit(s) and Reports on Form 8-K 11
Signatures 12
2
<PAGE>
<TABLE>
TALX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
<CAPTION>
March 31, June 30,
1997 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 1,684 $ 2,803
Short-term investments ......................................... 4,117 3,049
Trade receivables, net ......................................... 8,441 8,305
Inventories .................................................... 1,378 1,448
Prepaid expenses and other current assets ...................... 694 755
Income tax refund receivable ................................... 195 195
Deferred tax assets, net ....................................... 511 471
-------- --------
Total current assets ........................................ 17,020 17,026
Property and equipment, net ......................................... 2,652 2,829
Capitalized software development costs, net of amortization of
$3,683 at March 31, 1997 and $3,531 at June 30, 1997 ........... 3,102 3,165
Net assets of business held for sale ................................ 707 707
Deferred tax asset, net ............................................. 372 206
Other assets ........................................................ 219 342
-------- --------
$ 24,072 $ 24,275
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of obligations under capital leases ....... $ 36 $ 24
Accounts payable ............................................... 1,145 1,243
Accrued expenses and other liabilities ......................... 1,472 1,613
Progress billings in excess of work in progress ................ 35 18
Deferred maintenance revenue ................................... 981 637
-------- --------
Total current liabilities ................................... 3,669 3,535
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; authorized 5,000,000 shares and
no shares issued or outstanding at March 31 and June 30, 1997 -- --
Common stock, $.01 par value; authorized 30,000,000 shares,
issued and outstanding 5,263,455 shares at March 31, 1997
and 5,282,984 at June 30, 1997 .............................. 53 53
Additional paid-in capital ..................................... 23,036 23,090
Accumulated deficit ............................................ (2,686) (2,403)
-------- --------
Total stockholders' equity .................................. 20,403 20,740
-------- --------
$ 24,072 $ 24,275
======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
TALX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share information)
(unaudited)
<CAPTION>
Three Months Ended June 30,
---------------------------
1996 1997
------------ ------------
<S> <C> <C>
Revenues:
The Work Number ............................... $ 251 $ 777
Outsourced services ........................... 330 575
Customer premises systems ..................... 2,844 3,074
Maintenance and support ....................... 868 994
------------ ------------
Total revenues ............................. 4,293 5,420
------------ ------------
Cost of revenues:
The Work Number ............................... 111 308
Outsourced services ........................... 128 293
Customer premises systems ..................... 1,447 1,500
Maintenance and support ....................... 237 308
------------ ------------
Total cost of revenues ..................... 1,923 2,409
------------ ------------
Gross margin ............................... 2,370 3,011
------------ ------------
Operating expenses:
Selling and marketing ......................... 1,369 1,875
General and administrative .................... 637 766
------------ ------------
Total operating expenses ................... 2,006 2,641
------------ ------------
Operating income ........................... 364 370
------------ ------------
Other income (expense), net:
Interest income ............................... -- 79
Interest expense .............................. (116) (1)
Other, net .................................... (24) 1
------------ ------------
Total other income (expense), net .......... (140) 79
------------ ------------
Earnings from continuing operations
before income tax expense .............. 224 449
Income tax expense ................................. 83 166
------------ ------------
Earnings from continuing operations ........ 141 283
------------ ------------
Discontinued operations:
Loss from operation of discontinued operations,
net of income taxes ........................ (164) --
Loss on disposal of discontinued operations,
net of income taxes ........................ (350) --
------------ ------------
Loss from discontinued operations,
net of income taxes .................... (514) --
------------ ------------
Net earnings (loss) ................................ $ (373) $ 283
============ ============
Net earnings (loss) per share:
Earnings from continuing operations ........... $ 0.04 $ 0.05
Loss from discontinued operations ............. (0.15) --
------------ ------------
Net earnings (loss) ........................... $ (0.11) $ 0.05
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
4
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<TABLE>
TALX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<CAPTION>
Three Months Ended June 30,
---------------------------
1996 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ............................................. $ (373) $ 283
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization ............................ 568 611
Loss on disposal of discontinued operations, net ......... 350 --
Deferred taxes ........................................... (13) 166
Change in assets and liabilites:
Trade receivables .................................... (558) 136
Inventories .......................................... 120 (70)
Prepaid expenses and other current assets ............ (57) (21)
Other assets ......................................... (293) (123)
Accounts payable ..................................... 134 98
Accrued expenses and other liabilities ............... 266 141
Progress billings in excess of work in progress, net . (178) (17)
Deferred maintenance revenue ......................... (401) (344)
------------ ------------
Net cash provided by (used in) operating activities (435) 860
------------ ------------
Cash flows from investing activities:
Additions to property and equipment ............................. (146) (396)
Capitalized software development costs .......................... (477) (455)
Maturities of short-term investments ............................ -- 1,068
------------ ------------
Net cash provided by (used in) investing activities (623) 217
------------ ------------
Cash flows from financing activities
Change in notes payable to bank ................................. (1,847) --
Borrowings of subordinated notes payable and issuance
of warrants .................................................. 3,350 --
Repayments on long-term debt .................................... (125) --
Repurchase of common and preferred stock ........................ (1) --
Issuance of common stock ........................................ -- 54
Payments on capitalized lease obligations ....................... (57) (12)
------------ ------------
Net cash provided by financing activities ......... 1,320 42
------------ ------------
Net increase in cash and cash equivalents ......... 262 1,119
Cash and cash equivalents at beginning of period ..................... 56 1,684
------------ ------------
Cash and cash equivalents at end of period ........................... $ 318 $ 2,803
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
5
<PAGE>
TALX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated balance sheet of TALX Corporation ("TALX" or the
"Company") at March 31, 1997 was obtained from the Company's audited
balance sheet as of that date. All other financial statements contained
herein are unaudited and, in the opinion of management, contain all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation. Operating results for the three
months ended June 30, 1997 are not necessarily indicative of the
results that may be expected for the year ending March 31, 1998. The
Company's accounting policies and certain other disclosures are set
forth in the notes to the Company's audited consolidated financial
statements as of and for the year ended March 31, 1997.
2. NET EARNINGS (LOSS) PER SHARE
Net earnings (loss) per share has been computed using the weighted
average number of shares of common stock and common stock equivalents
outstanding. The number of shares used in computing net earnings per
share was 5,440,799 for the three months ended June 30, 1997. Pursuant
to Securities and Exchange Commission Staff Accounting Bulletin No. 83,
shares issued and stock options and warrants granted at prices below
the initial public offering price of $9 per share during the 12-month
period preceding the date of the initial filing of the Company's
registration statement have been included in the calculation of common
stock equivalent shares, using the treasury stock method, as if they
were outstanding for the first three quarters of fiscal 1997.
Subsequent to this period, the weighted average number of shares was
based on common stock outstanding and common stock equivalents.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company's revenues are derived from interactive communications, which
consist of The Work Number, outsourced services, the sale of customer premises
systems and maintenance and support services related to those systems.
The Work Number service is still in the early stage of its life cycle.
Accordingly, it is difficult to draw meaningful relationships between revenues
recognized to date, or in a given quarter, and the corresponding number of
employers that have contracted for the service or the number of employment
records covered by the service. Revenues derived from The Work Number include
fees charged to mortgage lenders and other verifiers for verification of
employment history, including the past three years of salary history of
participating employers' current and former employees, ongoing maintenance fees
charged to employers and one-time conversion fees from new employers. The lag
between the time an employer enters into an agreement with the Company for The
Work Number and the time the employer converts its records to the service and
begins to routinely refer inquiries to The Work Number can distort normal
quarter to quarter revenue comparisons early in the service's life cycle.
Further, revenues to date reflect the relatively large percentage of conversion
fees recognized early in the service's life cycle as compared to fees from
verifications, which can also distort normal quarter to quarter revenue
comparisons at this stage of the service's life cycle. The Company expects that
over time fees from verifications will be a greater percentage of The Work
Number revenues than they have been historically. Additionally, due to the early
stage of the service and the attendant start-up costs, it is difficult to draw
meaningful relationships between historical gross margins and gross margins that
may be realized in the future. The future success of this branded service is
contingent upon a number of factors, including, without limitation, increased
acceptance and usage of the service.
The Company's customer premises systems business designs and implements customer
premises systems with interactive communications capabilities using computer
telephony to integrate technologies such as interactive voice response,
facsimile, e-mail, Internet and corporate Intranet. The Company's interactive
communications solutions enable an organization's users to access, input and
update information without human assistance. Revenues from customer premises
systems are derived from the license or sale of software, related hardware and
custom applications and are generally recognized upon shipment of the system.
Sales are effected through a direct sales force and in conjunction with
strategic marketing alliances (including third party resellers). The typical
size of a system ranges from $35,000 to $200,000 or more and averages
approximately $90,000. In the case of a third party reseller, revenues are
recognized at the time of shipment to the reseller; however, the Company does
not have any future obligations related to these types of sales. The Company
provides maintenance and support services with respect to installed customer
premises systems. These services include a 24-hour per day, 7-day a week
toll-free customer service line. Revenues from maintenance and support are
recognized ratably over the term of the maintenance agreement.
The Company's outsourced services business provides interactive communication
services to organizations that choose not to purchase a customer premises
system. The Company maintains a system on its premises that contains a customer
database and receives incoming requests for access to the information. Revenues
from outsourced services include fees derived from the establishment of the
service and transaction-based fees.
In addition to providing interactive communication systems, the Company has
historically provided database and document services. Database services include
sales leads and pre-press services for directory publishers, and document
services include the preparation and mailing of invoices, statements and
confirmation letters for organizations with high volume requirements. Revenues
from database and document services are recognized as the services are performed
through progress billings. These customers' contracts cover periods generally
from one to six months, and progress billings are made in accordance with
individual customer contract terms. In August 1996, the Company determined to
pursue the divestiture of the database and document services businesses and,
accordingly, has reflected the results of operations of such businesses as
discontinued operations. In January 1997, the document services business was
sold.
This discussion and analysis contains certain statements that may be considered
forward looking statements ("Forward Looking Statements") within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results could differ
materially from those projected in the Forward Looking Statements as a result of
risks facing the Company. Such risks include, but are not limited to, the
7
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Company's ability to successfully market and expand The Work Number for
Everyone(R) and its other products and services, the successful divestiture of
the remaining assets of the discontinued operations, intense competition in the
interactive web and interactive voice response industry, dependence on certain
strategic marketing alliances, risks associated with rapid technological change,
a lengthy sales cycle and other factors set forth in the Company's Annual Report
on Form 10-K filed with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain items from
the Company's consolidated statements of operations, expressed as a percentage
of total revenues, and the percentage change in the dollar amount of such items
compared to the prior comparable period.
Percentage
Increase
Three Months
Three Months Ended June 30,
Ended June 30, 1997 over 1996
---------------------- --------------
1996 1997
---------- ----------
Statement of Operations Data:
Revenues
The Work Number .................... 5.8% 14.4% 209.6%
Outsourced services ................ 7.7 10.6 74.2
Customer premises systems .......... 66.3 56.7 8.1
Maintenance and support ............ 20.2 18.3 14.5
---------- ----------
Total revenues ................. 100.0 100.0 26.3
---------- ----------
Cost of revenues
The Work Number .................... 2.6 5.7 177.5
Outsourced services ................ 3.0 5.4 128.9
Customer premises systems .......... 33.7 27.7 3.7
Maintenance and support ............ 5.5 5.7 30.0
---------- ----------
Total cost of revenues ......... 44.8 44.5 25.3
---------- ----------
Gross margin ............ 55.2 55.5 27.0
---------- ----------
Operating expenses
Selling and marketing .............. 31.9 34.6 37.0
General and administrative ......... 14.8 14.1 20.3
---------- ----------
Total operating expenses ....... 46.7 48.7 31.7
---------- ----------
Operating income ........ 8.5 6.8 1.6
Other income (expense), net .......... (3.3) 1.5 *
---------- ----------
Earnings from continuing operations
before income tax expense .......... 5.2 8.3 100.4
Income tax expense ................... 1.9 3.1 100.4
---------- ----------
Earnings from continuing operations . 3.3 5.2 100.4
Discontinued operations, net ......... (12.0) -- *
---------- ----------
Net earnings (loss) ................ (8.7)% 5.2% *
========== ==========
- ---------------
* Not meaningful
THREE MONTHS ENDED JUNE 30, 1996 AND 1997
REVENUES. Total revenues increased by 26.3%, from $4.3 million for the three
months ended June 30, 1996 to $5.4 million for the three months ended June 30,
1997. Revenues from The Work Number increased 209.6% from $251,000 for the three
months ended June 30, 1996 to $777,000 for the three months ended June 30, 1997,
due to the expansion of marketing on a nationwide basis and an increase in the
number of employment records on the system. Revenues from outsourced services
increased 74.2% from $330,000 for the three months ended June 30, 1996 to
$575,000 for the three months ended June 30, 1997, due to the Company
capitalizing on the trend of some corporations to outsource their non-
8
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core functions. Revenues from customer premises systems increased 8.1% from $2.8
million for the three months ended June 30, 1996 to $3.1 million for the three
months ended June 30, 1997. This revenue growth is due to increases in sales and
marketing resources and the development of strategic marketing alliances,
reflecting the Company's efforts to increase historic revenue generation.
Revenues from maintenance and support related to the customer premises systems
increased 14.5% from $868,000 for the three months ended June 30, 1996 to
$994,000 for the three months ended June 30, 1997, reflecting the support
provided to an increased installed base of customer premises systems.
COST OF REVENUES. Total cost of revenues increased by 25.3%, from $2.4 million
for the three months ended June 30, 1996 to $3.0 million for the three months
ended June 30, 1997. Cost of revenues from The Work Number increased 177.5% from
$111,000 for the three months ended June 30, 1996 to $308,000 for the three
months ended June 30, 1997, due to the revenue growth of the service. Due to the
relatively early stage of the service in its life cycle, it is difficult to draw
meaningful relationships between historical gross margins and gross margins that
may be realized in the future. Cost of revenues from outsourced services
increased by 128.9%, from $128,000 for the three months ended June 30, 1996 to
$293,000 for the three months ended June 30, 1997. This increase in cost is
attributable to the revenue growth described above and the increase of fixed
labor costs as the Company increased staffing to support possible future
increases in revenue. Cost of revenues from customer premises systems increased
by 3.7%, from $1.4 million for the three months ended June 30, 1996 to $1.5
million for the three months ended June 30, 1997. This increase in cost is
attributable to the revenue growth described above. Cost of revenues from
maintenance and support related to customer premises systems increased by 30.0%,
from $237,000 for the three months ended June 30, 1996 to $308,000 for the three
months ended June 30, 1997, due to the revenue growth and an increase in
personnel costs to provide a higher level of customer service.
SELLING AND MARKETING EXPENSES. Selling and marketing expenses increased 37.0%
from $1.4 million for the three months ended June 30, 1996 to $1.9 million for
the three months ended June 30, 1997. As a percentage of revenues, such expenses
increased from 31.9% for the three months ended June 30, 1996 to 34.6% for the
three months ended June 30, 1997. The increase reflects continuing expansion of
the Company's sales and marketing efforts, including development of distribution
channels both in domestic and international markets. The Company anticipates
that selling and marketing expenses will continue to increase in dollar amount
as the Company expands its sales and marketing efforts.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 20.3% from $637,000 for the three months ended June 30, 1996 to
$766,000 for the three months ended June 30, 1997. This increase reflects the
expansion of the Company's infrastructure to respond to increased levels of
revenues. As a percentage of revenues, such expenses decreased from 14.8% for
the three months ended June 30, 1996 to 14.1% for the three months ended June
30, 1997. This reflects a better leveraging of fixed costs as the Company's
revenue increases. The Company anticipates that general and administrative
expenses will increase in dollar amount in future periods.
OTHER INCOME (EXPENSE), NET. Interest income was $79,000 for the three months
ended June 30, 1997, due to the investment income earned on the Company's
invested funds. Interest expense decreased from $116,000 for the three months
ended June 30, 1996 to $1,000 for the three months ended June 30, 1997. This
decrease is due to the Company repaying most of its outstanding borrowings in
fiscal 1997 with the proceeds of its initial public offering.
INCOME TAX EXPENSE. The Company's effective income tax rate was 37.0% for the
three months ended June 30, 1996 and 37.0% for the three months ended June 30,
1997.
DISCONTINUED OPERATIONS
In August 1996, the Company determined to pursue the divestiture of the database
and document services businesses and, accordingly, has reflected the results of
operations of such businesses as discontinued operations. A provision of
$350,000 was made as of June 30, 1996 to reflect the anticipated loss from
operations until the time of disposal. On January 31, 1997, the Company sold
substantially all of the assets of the document services business to Sterling
Direct, Inc., the largest customer of the division. The sales price, after
giving effect to the post-closing adjustments, was $1,241,000. Of this amount,
$200,000 is in the form of a subordinated note, and the remainder was paid in
cash. The net assets related to this sale were approximately $566,000. At March
31, 1997, the Company determined that an additional provision for loss in the
amount of $550,000 was required to reflect the anticipated results from
operations and the estimated proceeds from the sale of the database business.
The Company anticipates disposition of the remaining operations through sale
during fiscal 1998.
9
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LIQUIDITY AND CAPITAL RESOURCES
Prior to its initial public offering, the Company had limited liquidity, due in
part to net losses in fiscal 1995 and 1996. The Company had financed its
operations primarily through cash flow from operations, private placements of
equity and debt securities and bank lines of credit. On October 16, 1996, the
Company completed its initial public offering of 2,000,000 shares of common
stock at a price of $9 per share, for gross proceeds of $18,000,000, and
proceeds net of underwriting discounts and expenses of approximately
$15,587,000.
The Company used a portion of the net proceeds of its initial public offering to
repay its outstanding indebtedness represented by (i) a Subordinated Note in the
aggregate principal amount of $4.0 million, which was due and payable in July
2001 and accrued interest at an annual rate of 13.25%, with an effective
interest rate of 19.25%, (ii) a promissory note in the principal amount of
approximately $417,000, which was due and payable through August 1997 and
accrued interest at the bank's prime rate plus 0.75%, and (iii) a demand note in
the amount of $3,080,000 representing borrowings under a revolving line of
credit which accrued interest at the bank's prime rate plus 0.875%.
The Company had a current ratio of 0.87 to 1, 4.64 to 1 and 4.82 to 1 at March
31, 1996, March 31, 1997 and June 30, 1997, respectively. The Company's working
capital was $(1,261,000), $13,351,000 and $13,491,000 at March 31, 1996, March
31, 1997 and June 30, 1997, respectively. Total working capital increased in
fiscal 1997 principally due to the net proceeds from the initial public
offering. Total working capital increased during the three months ended June 30,
1997 due principally to current year earnings.
The Company's accounts receivable decreased from $8,441,000 at March 31, 1997 to
$8,305,000 at June 30, 1997. The decrease is due to improved collections of
accounts receivable offset by increased revenues in the first quarter of fiscal
1998 compared to the fourth quarter of fiscal 1997. As a percentage of the
Company's total revenues for the respective quarter, accounts receivable
decreased from 189% of revenues at March 31, 1997 to 153% of revenues at June
30, 1997.
The Company's capital expenditures were $1,550,000 in fiscal 1997. At June 30,
1997, the Company has no significant capital spending or purchase commitments
other than normal purchase commitments and commitments under facilities and
operating leases. The Company believes that its working capital, together with
its anticipated cash flows from operations will be sufficient to meet its
working capital and capital expenditure requirements for at least the next 12
months.
The Company's net increase to capitalized software development costs was
$481,000 in fiscal 1997 and $63,000 in the first three months of fiscal 1998.
See Notes 1 and 5 of Notes to Consolidated Financial Statements. The Company
intends to continue to make investments in software solutions at comparable or
increasing levels in fiscal 1998.
RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earning per Share." SFAS No. 128
established standards for the computation and presentation of earnings per share
for entities with publicly held common stock or potential common stock. This
Statement is effective for financial statements issued for periods ending after
December 15, 1997 and requires retroactive restatement of all prior period
earnings per share data presented. The effect of SFAS No. 128 on the financial
periods presented is not material to the Company.
10
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter for which
this report is filed.
11
<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.
TALX CORPORATION
(Registrant)
Date: August 12, 1997 By /s/ William W. Canfield
-----------------------------------
William W. Canfield
Chairman, President and
Chief Executive Officer
Date: August 12, 1997 By /s/ Craig N. Cohen
-----------------------------------
Craig N. Cohen
Chief Financial Officer
12
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- ----------------------------------------------------------------
3.1 Restated Articles of Incorporation, as amended (incorporated by
reference from Exhibit 3.1 to the Company's Form 10-K for the
fiscal year ended March 31, 1997 (File No. 000-21465))
3.2 Bylaws of the Company (incorporated by reference from
Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended
March 31, 1997 (File No. 000-21465))
11 Computation of Earnings Per Share
27 Financial Data Schedule (provided for the information of the
Securities and Exchange Commission only)
13
EXHIBIT 11
TALX CORPORATION AND SUBSIDIARIES
Statement Regarding Computation of Earnings Per Share
Three Months Ended June 30, 1997
Shares outstanding - beginning of period .......................... 5,263,455
Weighted average number of common shares issued and
common equivalent shares (1) ...................................... 177,344
----------
Weighted average number of common and
common equivalent shares outstanding - end of period .............. 5,440,799
==========
Three months ended June 30, 1997:
Earnings from continuing operations ............................... $ 283,000
Discontinued operations ........................................... --
----------
Net earnings ...................................................... $ 283,000
==========
Earnings per common and common equivalent share:
Earnings from continuing operations ............................... $ .05
Discontinued operations ........................................... --
----------
Net earnings ...................................................... $ .05
==========
- ---------------
(1) Common and common equivalent shares issued consist of certain effects of
shares issued, stock options and warrants. Common equivalent shares from
stock options and warrants have been included in the computation using the
treasury stock method.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR TALX CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000917524
<NAME> TALX CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,803
<SECURITIES> 3,049
<RECEIVABLES> 8,311
<ALLOWANCES> 6
<INVENTORY> 1,448
<CURRENT-ASSETS> 17,026
<PP&E> 6,025
<DEPRECIATION> 3,196
<TOTAL-ASSETS> 24,275
<CURRENT-LIABILITIES> 3,535
<BONDS> 0
0
0
<COMMON> 53
<OTHER-SE> 20,687
<TOTAL-LIABILITY-AND-EQUITY> 24,275
<SALES> 5,420
<TOTAL-REVENUES> 5,420
<CGS> 3,011
<TOTAL-COSTS> 3,011
<OTHER-EXPENSES> 2,641
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> 449
<INCOME-TAX> 166
<INCOME-CONTINUING> 283
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 6
<NET-INCOME> 283
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
