<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1997 or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition period from ____________________
to ___________________________.
Commission file number: 0-23940
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ALTERNATIVE RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 38-279106
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 Tri-State International, Suite 300
Lincolnshire, Illinois 60069
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 317-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. / /
The registrant estimates that the aggregate market value of the registrant's
Common Stock held by non-affiliates on March 6, 1998 (based upon an estimate
that 89.4% of the shares are so owned by non-affiliates and upon the average
of the closing bid and asked prices for the Common Stock on the Nasdaq
National Market) on that date was approximately $361,784,000. Determination
of stock ownership by non-affiliates was made solely for the purpose of
responding to these requirements and registrant is not bound by this
determination for any other purpose.
As of March 6, 1998, 15,863,407 shares of the registrant's Common Stock were
outstanding.
The following documents are incorporated into this Form 10-K by reference:
Certain portions of the Annual Report to Stockholders for fiscal year ended
December 31, 1997 (Part II).
Certain portions of the Proxy Statement for Annual Meeting of Stockholders
to be held on April 28, 1998 (Part III).
<PAGE>
PART I
ITEM 1. BUSINESS
OVERVIEW
Alternative Resources Corporation-Registered Trademark- ("ARC" or the
"Company"), through its subsidiaries, is a leading provider of information
technology (IT) services, including component outsourcing, consulting,
technology rollouts and IT project staffing. The Company's clients consist
principally of Fortune 1000 companies and mid-sized companies with sizable
and complex IT operations. The Company serves its clients through a network
of 58 branch offices (as of December 31, 1997) located in the United States
and Canada. The Company has experienced substantial growth in revenue and
earnings driven primarily by industry trends toward component outsourcing of
IT operations, increased penetration of the Company's existing clients and
markets, expansion into new markets, and the introduction of new services.
The Company was formed in March 1988 and began providing technical
staffing solutions in April 1988. The Company has expanded its office
network during each year of operation, opening three offices in 1988, four
offices in 1989, six offices in 1990, two offices in 1991, four offices in
1992, five offices in 1993, nine offices in 1994, eight offices in 1995, nine
offices in 1996 and eight in 1997. The Company intends to open six to eight
new offices in 1998. (See "Operations" below)
On November 7, 1997, ARC acquired CGI Systems, Inc. (CGI). The
acquisition represents a strategic expansion of ARC's service offerings in
the IT staffing and managed services area that will allow for a broader base
of solutions to an increasingly sophisticated information technology
marketplace. Additional services which the Company will be able to provide
as a result of the acquisition include applications support; network
solutions, including network implementation and Lotus Notes practices;
applications development practices; and application consulting practices for
SAP, data warehousing and other applications.
ARC SERVICES
During the past several years, ARC has evolved from a pure IT staffing
company into a solutions-based provider of IT services. ARC's service
offerings are designed to provide its clients with the flexibility and
expertise to address their IT execution needs. Within the IT operations and
applications support areas, ARC provides traditional IT staffing resources,
project management services and managed delivery services called
Smartsourcing-Registered Trademark- Solutions. The Company's resource base
of more than 50,000 technical employees are skilled in the following
technology environments:
- - Help Desk - Applications Maintenance
- - Desktop Support - Group Ware
- - LAN/WAN/Telecommunications - Internet
- - Data Center Operations - Intranet
- - Client Server - Electronic Commerce
- - Applications Development
<PAGE>
Clients can utilize ARC's IT professionals through a variety of service
arrangements: Staffing Services, Projects and Smartsourcing-Registered
Trademark- Solutions.
STAFFING SERVICES. With ARC Staffing Services, clients are provided
access to talented IT professionals as needed in the areas of operational
support and programming services. Under this arrangement, ARC's clients
provide the day-to-day management of IT professionals. Staffing Services,
formerly referred to as time and material business, has been offered by ARC
since its inception in 1988.
PROJECTS. Under ARC Projects, the Company provides highly skilled IT
professionals for the planning and implementation of companies' most complex IT
projects, in addition to the benefits provided under traditional staffing
services. ARC's senior level IT professionals develop a clearly defined
statement of work identifying discrete deliverables for each project, ensuring
it is planned, executed and completed to the client's specifications and
timetable. Typical ARC projects involve rolling out software or hardware
technologies from platform migrations to network design and implementation.
SMARTSOURCING-Registered Trademark- SOLUTIONS. Under
Smartsourcing-Registered Trademark- Solutions, the Company manages,
supervises and schedules the staffing requirements of all or part of a
client's IT operations department or function. However, as opposed to total
outsourcing, the strategic direction and control of the department or
function is retained by the client. For example, under one of the Company's
Smartsourcing projects, the Company provides, manages and supervises ARC
technical employees who operate a client's entire data center tape
operations. Smartsourcing relieves the client of the burdensome
responsibilities of employment and termination, performance evaluations,
benefits administration, scheduling and retraining. Smartsourcing is
generally structured to provide clients with an economical mix of Staffing
Services, Projects and onsite management. The site manager reports to the
client, but also receives direction from the operational delivery team.
Under a Smartsourcing arrangement, the Company may commit to achieving
certain service levels established by a client and may be subject to
penalties if such service levels are not achieved.
All three of the Company's staffing alternatives are supported by the
Company's National Client Support Services ("NCSS"), which provides both clients
and technical employees with assistance and direction in case of emergencies and
other unanticipated events. NCSS is available to clients at no additional cost
after normal business hours on weekdays and 24 hours a day on weekends.
Historically, staffing services have been billed on an hourly basis. While
the vast majority of the traditional staffing business is invoiced in this
manner, under ARC Projects or Smartsourcing-Registered Trademark- Solutions
arrangements, the Company may utilize alternative invoicing arrangements. Such
arrangements may include fixed price arrangements or per unit billing. An
example of a per unit billing arrangement would be a price per call on a help
desk operation.
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ARC APPROACH
The Company has developed a customized approach to the project
assignment process that it believes results in a high degree of client and
technical employee satisfaction, repeat business from clients and a high
level of technical employee retention. The Company believes a superior
project assignment entails developing a comprehensive understanding of
clients' needs, matching clients' needs with requisite skills on a timely
basis, and monitoring performance throughout the project. However, the
Company believes that the professional and interpersonal skills required to
interact with clients and interpret and communicate their needs differ
greatly from those required to manage the recruitment and project assignment
of technical employees. Under the ARC approach, project responsibilities are
shared between account managers and resource managers. Account managers
focus principally on building and fostering relationships with clients,
understanding the client's organization and assessing the client's needs, and
proposing tailored staffing solutions. Resource managers focus principally on
recruiting and establishing relationships with technical personnel, assessing
their technical and interpersonal skills, selecting appropriate technical
personnel for a project, and monitoring and motivating technical employees on
a project. This separation of responsibilities allows account managers and
resource managers to meet the needs of their respective constituencies while
working together to enhance the prospects of a superior project assignment.
Each branch office typically has two to four account managers. Each
account manager typically focuses on up to 25 targeted organizations with
substantial IT operations. The Company also employs national account
managers who establish and manage national service arrangements with certain
major clients and maintain those relationships at the corporate office level.
Account managers and national account managers work together to serve the
local and national needs of such clients.
Each branch office typically has two to four resource managers. A
resource manager typically manages an aggregate of 20 to 30 technical
employees assigned to various projects.
The Company operates within a decentralized management structure that
gives branch general managers significant discretion over the operations and
performance of their branch office. The Company believes that its management
structure provides a motivating environment for its staff, creates a
responsive and committed management team, and improves productivity. In
addition, the Company invests significant resources in ongoing training of
its branch office staff to promote consistent execution of the Company's
strategy.
Branch general managers are responsible for the overall performance of
their respective branch office and may oversee client support sites. Branch
general managers also assist account managers in developing and maintaining
client relationships and assist resource managers in interviewing and
evaluating technical personnel. Branch general managers typically have
significant direct selling experience with a Fortune 500 company, at least
three years of experience in sales management, and strong interpersonal
skills. Each branch general manager reports to an executive director.
Executive directors are primarily responsible for insuring consistent
implementation of the ARC consultative sales approach and project assignment
process, as well as other elements of the Company's business strategy,
throughout the office network. Executive directors also train, develop and
evaluate branch general managers and assist in selecting, establishing and
overseeing new branch offices and client support sites.
The Company provides sales and delivery support for its
Smartsourcing-Registered Trademark- Solutions offering through centralized
Smartsourcing-Registered Trademark- Solutions staff located at its
headquarters in Lincolnshire, Illinois. This staff of specialists supports
ARC's account managers in presenting Smartsourcing-Registered Trademark-
Solutions to clients. The staff also provides management oversight and
technical support to Smartsourcing-Registered Trademark- Solutions project
teams.
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RECRUITING OF TECHNICAL PERSONNEL
As the leading edge of technology continues to outpace the availability
of leading edge skills, and as the Company introduces applications support
services to its clients, the recruitment and retention of technical personnel
represents an expanding challenge. To recruit qualified technical personnel,
the Company places newspaper advertisements, maintains a presence at local
technical college(s) and obtains referrals from its technical employees and
clients. In addition, the Company recruits technical personnel through its
web site (www.alrc.com). In 1998, the Company's new National Technical
Recruiters outbound telemarketing group will undertake a broad-based effort
to develop relationships with technical professionals throughout the U.S. and
Canada. These efforts will be further supported in individual markets with an
expanded group of local recruiting specialists.
Prospective technical employees are required to complete an extensive
questionnaire regarding skill levels, experience, education and availability,
and to provide references. Resource managers regularly update each branch
office database to reflect changes in technical personnel skill levels and
availability.
In order to retain a qualified workforce, the Company devotes
considerable time and resources towards serving the needs of its technical
employees. All technical employees receive a competitive hourly wage
determined by the Company and are eligible to participate in the Company's
401(k) plan and employee stock purchase plan and earn bonuses based on
referrals of technical personnel. In addition, technical employees are
eligible for educational reimbursement based on length of service with the
Company, which may be used in technical training programs to improve and
expand their technical skills. The Company also provides technical employees
access to computer-based training in its branch offices. Technical employees
also receive a benefits package that allows them to select from a variety of
benefit options, including comprehensive group medical insurance, vision and
dental insurance, long-term disability insurance and group life insurance.
The Company believes that its comprehensive benefits and training programs
encourage technical employees' loyalty and commitment.
<PAGE>
OPERATIONS
The Company operates through a network of 58 offices (including client
support sites) located in the United States and Canada. In addition to the
Company's principal executive offices in Lincolnshire, Illinois, as of
December 31, 1997, the Company had offices located in the following
metropolitan areas:
<TABLE>
<CAPTION>
YEAR YEAR
LOCATION OPENED LOCATION OPENED
-------- ------ -------- ------
<S> <C> <C> <C>
- - Detroit, Michigan 1988 - New York, New York 1994
- - Minneapolis, Minnesota 1988 - Rosemont, Illinois 1994
- - Dallas, Texas 1988 - Edison, New Jersey 1994
- Charlotte, North Carolina 1994
- - Boston, Massachusetts 1989 - Plano, Texas 1994
- - Chicago, Illinois 1989
- - Cleveland, Ohio 1989 - Boca Raton, Florida 1995
- - Washington, D.C. 1989 - Colorado Springs, Colorado 1995
- Rochester, New York* 1995
- - San Francisco, California 1990 - Raleigh-Durham, North Carolina 1995
- - Fort Worth, Texas 1990 - Milwaukee, Wisconsin 1995
- - Atlanta, Georgia 1990 - Woodland Hills, California 1995
- - Houston, Texas 1990 - Allentown, Pennsylvania 1995
- - Los Angeles, California 1990 - Long Island, New York 1995
- - Anaheim, California 1990
- Richmond, Virginia* 1996
- - Cincinnati, Ohio 1991 - Portland, Oregon 1996
- - San Jose, California 1991 - Kansas City, Kansas 1996
- Pittsburgh, Pennsylvania 1996
- - Philadelphia, Pennsylvania 1992 - San Diego, California 1996
- - Orlando, Florida 1992 - Boulder, Colorado* 1996
- - Baltimore, Maryland 1992 - Boise, Idaho 1996
- - Saddlebrook, New Jersey 1992 - Hartford, Connecticut 1996
- Southbury, Connecticut* 1996
- - Denver, Colorado 1993
- - Phoenix, Arizona 1993 - Bloomington, Minnesota 1997
- - Tampa, Florida 1993 - Atlanta (Midtown), Georgia 1997
- - Miami, Florida 1993 - Indianapolis, Indiana 1997
- - Seattle, Washington 1993 - Austin, Texas 1997
- Montreal, Quebec 1997
- - St. Louis, Missouri 1994 - Berwyn, Pennsylvania 1997
- - Toronto, Ontario 1994 - Malvern, Pennsylvania 1997
- - Stamford, Connecticut 1994 - Silicon Valley, California 1997
- - Sacramento, California 1994
</TABLE>
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* Client Support Site
The Company expects to open six to eight additional offices in 1998 in new
and existing geographic markets. Most of ARC's branch openings to date have been
entries and expansion into large, metropolitan markets. New branch openings
will generally involve entry into mid-size markets or divisions of larger
markets. As such, new branches will not grow to be as large as some of ARC's
established branches in major markets. In selecting markets for new branch
offices, the Company considers many factors, including the presence of
organizations with substantial IT operations, the availability of internal
management resources, opportunities to expand geographically with existing
clients and overall demographics.
<PAGE>
From time to time, the Company opens client support sites in response to
specific client needs. Client support sites are similar to branch offices but
are staffed only by a resource manager and have no selling function. Many client
support sites evolve into full branches as other client opportunities arise
within the local market. The Company may establish additional client support
sites in markets where it does not have an established presence, especially as
national account relationships expand.
CLIENTS
The Company's clients consist principally of Fortune 1000 companies and
mid-sized organizations with sizable and complex IT operations. The IT
requirements of these organizations often provide opportunities for major
projects that extend for multiple years or generate additional projects.
During 1997, the Company provided technical staffing solutions to a wide
variety of entities including computer services companies, systems
integrators, telecommunications companies, banking and financial service
entities, manufacturers, distributors, health care providers and utilities.
The Company's computer services and systems integrator clients often
subcontract ARC's services to their own customers. In 1997, the Company's
largest clients, IBM, Hewlett Packard and Electronic Data Systems
Corporation, accounted for approximately 15%, 14% and 12% of the Company's
total revenue, respectively.
ARC will typically provide discounts on staffing services to its largest
clients in exchange for the opportunity to sell more volume and the
opportunity to sell its higher margin, value added services, such as
Smartsourcing-Registered Trademark- Solutions. The Company believes that its
relationships with these large clients have contributed significantly to its
revenue growth.
Although large computer service companies and other Fortune 1000
companies were the historic focus of ARC's sales initiatives, beginning in
1996 the Company began promoting its services to the middle-tier market,
which was called the General Business initiative. Sales through the Company's
General Business program, which targets client companies with revenues in the
$50 to $500 million revenue range, comprised approximately 14% of total
revenue for 1997, compared with 4% in 1996. The Company believes middle-tier
companies represent a growing and still relatively untapped market.
COMPETITION
The IT services industry is highly competitive and fragmented and has
low barriers to entry. The Company competes for potential clients with
providers of outsourcing services, systems integrators, computer systems
consultants, other providers of technical staffing services and, to a lesser
extent, temporary personnel agencies. The Company competes for technical
personnel with private and public companies, other providers of technical
staffing services, systems integrators, providers of outsourcing services,
computer systems consultants, clients and temporary personnel agencies.
The Company believes that the principal competitive factors in obtaining
and retaining clients are accurate assessment of clients' requirements,
timely assignment of technical employees with appropriate skills and the
price of services. The Company is dependent upon its ability to continue to
attract and retain technical personnel who possess the technical skills and
experience necessary to meet the IT servicing requirements of its clients.
The principal competitive factors in attracting qualified technical personnel
are schedule flexibility, the availability of training, benefits and
compensation as well as the availability, quality and variety of projects.
The Company believes that many of the technical personnel included in its
branch office databases may also be pursuing other employment opportunities.
Therefore, the Company believes that responsiveness to the needs of technical
personnel is an important factor in the Company's ability to fill projects.
<PAGE>
SEASONALITY
The Company's quarterly results are affected by such factors as
employment taxes and the timing, number and costs associated with new branch
office openings. In general, the first two quarters of the year carry a
significant portion of payroll tax expense. As employees reach annual
payroll limits, usually in the third and fourth quarters, the Company's
payroll tax expense is reduced. The timing of branch office openings is
dependent upon such factors as the availability of resources for recruiting
and training branch staff, as well as how quickly office space can be
identified and the leases negotiated.
EMPLOYEES
At December 31, 1997, the Company employed 750 staff employees and
approximately 5,000 technical employees. During all of 1997, the Company
employed more than 9,000 technical employees.
FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor", which is afforded such statements under
the Private Securities Litigation Reform Act of 1995, when they are
accompanied by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those in the
forward-looking statements.
The statements contained in this Form 10-K, including under "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
statements contained in future filings with the Securities and Exchange
Commission and publicly disseminated press releases, and statements which may
be made from time to time in the future by management of the Company in
presentations to shareholders, prospective investors, and others interested
in the business and financial affairs of the Company, which are not
historical facts, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Any projections of financial
performance or statements concerning expectations as to future developments
should not be construed in any manner as a guarantee that such results or
developments will, in fact, occur. There can be no assurance any
forward-looking statement will be realized or that actual results will not be
significantly different from that set forth in such forward-looking statement.
In addition to the risks and uncertainties of ordinary business operations,
the forward-looking statements of the Company referred to above are also
subject to the following risks and uncertainties:
- - The Company's ability to attract and retain qualified information
technology professionals
- - The Company's ability to recruit, train, integrate and retain qualified
branch general managers, account managers, and resource managers
- - Competition in the information technology services marketplace
- - The Company's continued ability to initiate and develop client
relationships
- - The Company's ability to identify and respond to trends in information
technology
- - Unforeseen business trends in the Company's national accounts or other
large clients
- - Pricing pressures and/or wage inflation and the resulting impact on gross
profit and net operating margins
<PAGE>
- - The ability to successfully integrate acquisitions
- - The ability to successfully open new branch offices and to enter new
geographic markets
- - The Company's overall ability to manage its growth
- - The effect of changes in general economic conditions
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Larry I. Kane 57 Chairman of the Board and
Chief Executive Officer
Richard B. Williams 52 Vice Chairman
Robert V. Carlson 41 Chief Operating Officer
Bradley K. Lamers 40 Vice President and Chief
Financial Officer, Secretary
and Treasurer
Silvia U. Masini 43 Vice President
</TABLE>
Mr. Larry I. Kane founded the company in March 1988 and has served as
its Chief Executive Officer and a Director since the Company's inception.
Mr. Kane was named Chairman of the Board of the Company in May 1995. Mr.
Kane also served as the President of the Company from the Company's inception
to February 1997. Mr. Kane was Region Director for Brandon Systems
Corporation, a provider of technical staffing services from August 1985
through November 1987. Mr. Kane previously held various sales management and
marketing positions with General Electric Company and Automated Data
Processing, Inc.
Mr. Richard B. Williams was named Vice Chairman of the Company in
December 1997, responsible for strategic planning, marketing and information
technology operations. From February 1997 through December 1997, Mr.
Williams served the Company as President and Chief Operating Officer. From
1995 through 1996, Mr. Williams was co-founder and Chairman and Chief
Executive Officer of Intellisource, Inc., an outsourcing services firm. From
1990 through 1995, Mr. Williams was a senior vice president of Dun and
Bradstreet Corporation, where he was responsible for corporate strategy and
marketing, as well as chief of technology. Previously, Mr. Williams was
vice president of U.S. marketing for Unisys and a general manager of General
Electric's Consumer Electronics Division.
Mr. Robert V. Carlson was named Chief Operating Officer in December
1997. Prior to that he was Executive Vice President responsible for the
Company's field operations, a position he held since November 1996. Mr.
Carlson joined the Company in April 1991 as a Branch General Manager, became
an Executive Director in December 1993, and was named Vice President in July
1995. Prior to joining the Company, Mr. Carlson held various positions with
General Electric Company and Automated Data Processing, Inc.
Mr. Bradley K. Lamers joined the Company in March 1995 as Director of
Finance and Controller. He was promoted to Vice President in July 1995 and
to Chief Financial Officer, Corporate Secretary and Treasurer in October
1995. From November 1988 to March 1995, Mr. Lamers served as a division
controller for Rogers Foods, Inc., a wholly owned subsidiary of Universal
Foods Corporation.
Ms. Silvia U. Masini joined the Company in March 1990 as Manager - Human
Resources. She was promoted to Director of Human Resources in September 1992
and to Vice President, overseeing the Company's employee recruitment,
development and training programs, in October 1993.
<PAGE>
ITEM 2. PROPERTIES
The Company's principal executive office is currently located in
approximately 27,000 square feet of office space in Lincolnshire, Illinois,
pursuant to a lease agreement that expires October 31, 2006. The Company
leases office space for all of its branch offices and client support sites.
Branch offices occupy between 1,200 and 4,700 square feet. The lease terms
for branch offices are typically five years.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company is a party to various
legal proceedings. The Company does not expect that any currently pending
proceedings will have a material adverse effect on its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
caption "Stockholder Information", which information is set forth in Exhibit
13 to this Form 10-K and is hereby incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
caption "Five Year Summary of Selected Financial Data," which information is
set forth in Exhibit 13 to this Form 10-K and is hereby incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is set forth in Exhibit 13 to this
Form 10-K and is hereby incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
captions "Consolidated Balance Sheets," "Consolidated Statements of
Operations," "Consolidated Statements of Changes in Stockholders' Equity,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Independent Auditors' Report," which information is set
forth in Exhibit 13 to this Form 10-K and is hereby incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
a. Directors of the Company
The information required by this Item is set forth in
registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 28, 1998, at pages 3
through 5 under the caption "Election of Directors", which
information is hereby incorporated herein by reference.
b. Executive Officers of the Company
Reference is made to "Executive Officers of the Registrant" in Part I.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 28,
1998, at pages 6 through 8 under the caption "Executive Compensation," at
page 5 under the caption "Board of Directors", and at page 10 under the
caption "Compensation Committee Interlocks and Insider Participation," which
information is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 28,
1998, at page 2 under the caption "Securities Beneficially Owned by Principal
Stockholders and Management," which information is hereby incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The following financial statements of Alternative Resources
Corporation, included in the registrant's Annual Report to
Stockholders for the fiscal year ended December 31, 1997 are
included in Part II, Item 8:
(i) Consolidated Balance Sheets - as of December 31, 1997 and
1996;
(ii) Consolidated Statements of Operations - years ended
December 31, 1997, 1996, and 1995;
(iii) Consolidated Statements of Changes in Stockholders' Equity -
years ended December 31, 1997, 1996, and 1995;
(iv) Consolidated Statements of Cash Flows - years ended
December 31, 1997, 1996, and 1995;
(v) Notes to Consolidated Financial Statements; and
(vi) Independent Auditors' Report from KPMG Peat Marwick LLP.
(2) FINANCIAL STATEMENT SCHEDULES
(i) Independent Auditors' Report from KPMG Peat Marwick LLP.
(ii) Schedule II - valuation and qualifying accounts.
EXHIBITS
2.1 Stock Purchase and Sale Agreement dated as of October 6, 1997 among
Alternative Resources Corporation, Compagnie Generale d'Informatique,
Joseph R. Ferrandino, Thomas K. Sheridan and International Business
Machines Corporation. Incorporated by reference herein to exhibit 2 to
the Company's form 8-K dated November 7, 1997. (File No. 0-23940)
2.2 Amendment Number One dated as of November 7, 1997 to Stock Purchase
and Sale Agreement dated as of October 6, 1997 among Alternative
Resources Corporation, Compagnie Generale d'Informatique, Joseph R.
Ferrandino, Thomas K. Sheridan and International Business Machines
Corporation. Incorporated by reference herein to exhibit 2a to the
Company's form 8-K dated November 7, 1997. (File No. 0-23940)
2.3 I/T Staffing Revenue Escrow Agreement by and among Compagnie Generale
d'Informatique, Joseph R. Ferrandino, Thomas K. Sheridan, Alternative
Resources Corporation and Harris Trust and Savings Bank dated November
7, 1997. Incorporated by reference herein to exhibit 2b to the
Company's form 8-K dated November 7, 1997. (File No. 0-23940)
3.1 Amended and Restated Certificate of Incorporation. Incorporated
herein by reference to exhibit 3 to the Company's form 10-Q for the
period ended June 30, 1996 (File No. 0-23940)
3.2 Amended and Restated By-Laws. Incorporated herein by reference to
Exhibit 3.2 to the Company's Form 10-K for the year ended December 31,
1996. (File No. 0-23940)
<PAGE>
4.0 Credit agreement dated November 7, 1997, incorporated by reference
herein to exhibit 4 to the Company's Form 8-K dated November 7, 1997.
(File No. 0-23940)
Exhibits 10.1 through 10.10 are management contracts or compensatory plans or
arrangements
10.1 Amended and Restated Stock Option Plan. Incorporated herein by
reference to exhibit 10 to the Company's form 10-Q for the period
ended June 30, 1997. (File No. 0-23940)
10.2 Senior Management Agreement between Alternative Resources Corporation
and Larry I. Kane dated as of March 8, 1988, as amended December 2,
1988 and March 9, 1990. Incorporated herein by reference to exhibit
10.3 to the Company's Registration Statement on Form S-1, as amended,
Registration No. 33-76584.
10.3 Third Amendment to Senior Management Agreement between Alternative
Resources Corporation and Larry I. Kane dated as of April 20, 1994.
Incorporated herein by reference to exhibit 10.4 to the Company's
Registration Form S-1, as amended, Registration No. 33-76584.
10.4 Executive Employment Agreement between Alternative Resources
Corporation and Silvia U. Masini dated April 18, 1994. Incorporated
herein by reference to exhibit 10.7 to the Company's Form 10-K for the
period ended December 31, 1994. (File No. 0-23940)
10.5 Executive Employment Agreement between Alternative Resources
Corporation and Robert V. Carlson dated July 21, 1995. Incorporated
herein by reference to exhibit 10.8 to the Company's Form 10-K for the
period ended December 31, 1995. (File No. 0-23940)
10.6 Executive Employment Agreement between Alternative Resources
Corporation and Bradley K. Lamers dated July 21, 1995. Incorporated
herein by reference to exhibit 10.9 to the Company's Form 10-K for the
period ended December 31, 1995. (File No. 0-23940)
10.7 Senior Management Agreement dated September 30, 1991 between
Alternative Resources Corporation and Bruce R. Smith, as amended.
Incorporated herein by reference to exhibit 10.10 to the Company's
Registration Statement on Form S-1, as amended, Registration No.
33-76584.
10.8 Form of Indemnity Agreement between Alternative Resources Corporation
and its directors and officers. Incorporated herein by reference to
exhibit 10.11 to the Company's Registration Form S-1, as amended,
Registration No. 33-76584.
10.9 Alternative Resources Corporation Employee Stock Purchase Plan.
Incorporated herein by reference to the exhibit 10.12 to the Company's
Registration Statement on Form S-8, Registration No. 33-88918.
10.10 Senior Management Agreement made as of September 30, 1991 between
Alternative Resources Corporation and Silvia U. Masini. Incorporated
herein by reference to the exhibit 10.15 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994. (File No.
0-23940).
13 Certain portions of the 1997 Annual Report to Stockholders
21 Subsidiaries of Alternative Resources Corporation
<PAGE>
23 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule - 1995 and 1996 Restated
27.2 Financial Data Schedule - 1997
(b) REPORTS ON FORM 8-K
A Form 8-K dated November 7, 1997 as amended by Form 8-K/A was filed
during the fourth quarter of 1997, reporting under Item 2 the
acquisition of CGI Systems, Inc. and filing the required financial
statements of CGI and pro-forma financial information.
(c) EXHIBITS
The exhibits filed as part of this Annual Report on Form 10-K are as
specified in Item 14(a)(3) herein.
(d) FINANCIAL STATEMENT SCHEDULES
The financial statement schedule filed as part of this Annual Report
on Form 10-K is as specified in item 14(a)(2) herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on
March 26, 1998.
ALTERNATIVE RESOURCES CORPORATION
By /s/ Larry I. Kane
------------------------
Larry I. Kane, Chairman of the Board
And Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 26, 1998:
SIGNATURE TITLE
--------- -----
/s/ Larry I. Kane Chairman of the Board and Chief
- -----------------------
Larry I. Kane Executive Officer (Principle
Executive Officer)
/s/ Richard B. Williams Vice Chairman and Director
- -----------------------
Richard Williams
/s/ Robert V. Carlson Chief Operating Officer and Director
- -----------------------
Robert V. Carlson
/s/ Bradley K. Lamers Vice President, Chief Financial
- -----------------------
Bradley K. Lamers Officer, Secretary and Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
/s/ Michael E. Harris Director
- -----------------------
Michael E. Harris
/s/ Bruce R. Smith Director
- -----------------------
Bruce R. Smith
/s/ Raymond R. Hipp Director
- -----------------------
Raymond R. Hipp
/s/ Joanne Brandes Director
- -----------------------
JoAnne Brandes
<PAGE>
ALTERNATIVE RESOURCES CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
Additions
-------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description of Period Expenses Accounts Deductions Period
- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
1997
Allowance for doubtful accounts $528 $318 - $184 $662
1996
Allowance for doubtful accounts 579 278 - 329 528
1995
Allowance for doubtful accounts 176 420 - 17 579
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and stockholders
Alternative Resources Corporation:
Under date of January 28, 1998, we reported on the consolidated balance
sheets of Alternative Resources Corporation and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, as contained in the 1997 annual
report to stockholders. These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form
10-K for the year ended December 31, 1997. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related consolidated financial statement schedule listed in Item
14(a)(2)(ii). The consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an option on the consolidated financial statement schedule based on our
audits.
In our opinion, such consolidated financial statement schedule, when
considered in elation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
January 28, 1998
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
13 Certain portions of 1997 Annual Report to Stockholders
21 Subsidiaries of Alternative Resources Corporation
23 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule - 1995 and 1996 Restated
27.2 Financial Data Schedule - 1997
<PAGE>
<TABLE>
<CAPTION>
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA
YEAR ENDED DECEMBER 31,
1997 1996 1995 1994 1993
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue $262,970 $196,728 $154,173 $ 94,478 $ 53,061
Cost of services 172,248 124,268 97,401 58,062 32,047
- ---------------------------------------------------------------------------------------------------------
Gross profit 90,722 72,460 56,772 36,416 21,014
Selling, general and administrative expenses 68,122 51,538 39,847 26,335 15,471
- ---------------------------------------------------------------------------------------------------------
Income from operations 22,600 20,922 16,925 10,081 5,543
Other income (expense), net 232 1,107 713 303 (80)
- ---------------------------------------------------------------------------------------------------------
Income from income taxes 22,832 22,029 17,638 10,384 5,463
Income taxes 8,743 8,811 7,280 4,194 2,237
- ---------------------------------------------------------------------------------------------------------
Net income $ 14,089 $ 13,218 $ 10,358 $ 6,190 $ 3,226
- ---------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 0.88 $ 0.82 $ 0.65 $ 0.41 $ 0.24
- ---------------------------------------------------------------------------------------------------------
Weighted average common
and common equivalent shares outstanding 16,052 16,077 15,861 14,958 13,620
- ---------------------------------------------------------------------------------------------------------
SELECTED OPERATING DATA:
Number of branches open at period end 58 51 42 34 25
BALANCE SHEET DATA:
Working capital $ 65,795 $ 51,812 $ 33,994 $ 19,207 $ 3,215
Total assets 174,450 64,403 47,811 26,581 9,011
Stockholders' equity 70,645 55,667 38,461 19,972 3,601
- ---------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- ---------------------------------------------------------------------------
OVERVIEW
Alternative Resources Corporation-Registered Trademark- (ARC) has experienced
substantial growth in revenue and earnings driven by industry trends toward
outsourcing of information technology (IT) operations, increased penetration
of existing clients and expansion into new markets, increased productivity of
existing branch offices, the opening of new branch offices and the
introduction of new services.
On November 7, 1997, ARC acquired CGI Systems, Inc. (CGI). CGI provides ARC
with a range of information technology services including applications
support; network solutions, including network implementation and Lotus Notes
practices; applications development practices; and applications consulting
practices for SAP, data warehousing and other applications. The acquisition
is a strategic expansion of ARC's service offerings in the IT staffing and
managed services area, which will allow for a broader base of solutions to an
increasingly sophisticated information technology marketplace.
The acquisition was accounted for as a purchase. Accordingly, only the
results of the acquired operations since the acquisition date are included in
the 1997 statement of operations. The transaction and its related financing
are described in further detail in the company's 8-K and 8-K/A filings with
the Securities and Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth the percentage of revenue represented by
certain line items of ARC's consolidated statements of operations for the
periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE 100.0% 100.0% 100.0%
COST OF SERVICES 65.5 63.2 63.2
- ----------------------------------------------------------------------
GROSS PROFIT 34.5 36.8 36.8
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 25.9 26.2 25.8
- ----------------------------------------------------------------------
INCOME FROM OPERATIONS 8.6 10.6 11.0
OTHER INCOME, NET 0.1 0.6 0.4
- ----------------------------------------------------------------------
INCOME BEFORE TAXES 8.7 11.2 11.4
INCOME TAXES 3.3 4.5 4.7
- ----------------------------------------------------------------------
NET INCOME 5.4% 6.7% 6.7%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
FISCAL 1997 COMPARED TO FISCAL 1996
REVENUE. Revenue increased by 33.7% from $196.7 million in 1996 to $263.0
million in 1997, primarily as a result of an increase in the hours of service
provided to clients from 5.7 million in 1996 to 7.2 million in 1997, and, to
a lesser extent, an increase in the average revenue per project hour. The
increase in hours of service was primarily from increased productivity of
existing branch offices. Branch offices opened prior to the beginning of 1996
contributed 78.3% of ARC's revenue growth from 1996 to 1997. The increase in
average revenue per project hour reflects demand for technical employees with
higher skills and an increase in prices. The acquisition of CGI contributed
$5.9 million, or 3.0% of the revenue increase.
Beginning in 1996, the Company undertook two significant initiatives. The
first was the addition of a value-added service line called
Smartsourcing-Registered Trademark- Solutions. Under a
Smartsourcing-Registered Trademark- Solutions arrangement, a client can
leverage ARC's technical and project management expertise by having ARC
manage an information technology (IT) function or project. The second
initiative, called General Business (formerly Middle Market), consists of
offering ARC's services to mid-sized companies. Both of these initiatives
contributed significantly to ARC's revenue growth in 1997. From a service
line perspective, Smartsourcing-Registered Trademark- Solutions represented
23% of ARC's total revenue in 1997 versus 7% of total revenue in 1996. From a
market perspective, General Business revenue accounted for 14% of total
revenue in 1997, up from 4% of total revenue in 1996.
GROSS PROFIT. Gross profit increased by 25.2% from $72.5 million in 1996 to
$90.7 million in 1997, primarily as a result of an increase in hours of service
provided to clients. Gross margin declined from 36.8% in 1996 to 34.5% in 1997,
principally from increased volume discounts to our largest clients. ARC offers
its largest clients volume discounts from list prices in order to encourage
increased and continued usage of ARC's services. in addition, these arrangements
provide ARC with the opportunity to sell its value-added services, such as
Smartsourcing-registered trademark- Solutions, to these clients. ARC believes
these arrangements have contributed significantly to its overall revenue growth
as well as growth within its Smartsourcing-registered trademark- Solutions
service line. The gross profit margin was not materially impacted by the
CGI acquisition due to the short period of time that CGI was owned during 1997.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- ----------------------------------------------------------------------------
CONTINUED
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $51.5 million in 1996 to $68.1 million
in 1997, primarily due to increased commissions, bonuses and staffing
expenses associated with revenue and profitability growth; a full year.of
expenses associated with the General Business and Smartsourcing-Registered
Trademark-Solutions initiatives that were launched in 1996; an increased
number of branch offices and their related operating costs; and one-time
costs incurred in connection with the acquisition and integration of CGI.
Selling, general and administrative expenses decreased as a percentage of
revenue from 26.2% in 1996 to 25.9% in 1997 reflecting greater operating
efficiencies and economies of scale gained from a larger revenue base.
INCOME FROM OPERATIONS. Income from operations increased from $20.9 million
in 1996 to $22.6 million in 1997, and decreased as a percentage of total
revenue from 10.6% to 8.6%, respectively. The 1997 income from operations was
partially impacted by the aforementioned acquisition and integration costs
during the fourth quarter of 1997.
OTHER INCOME. Other income consists of interest income net of interest
expense. Other income decreased in 1997 due to interest expense associated
with the financing of the CGI acquisition.
PROVISION FOR INCOME TAXES. The provision for income taxes decreased from
$8.8 million, or an effective tax rate of 40.0%, in 1996 to $8.7 million, or
an effective tax rate of 38.3%, in 1997. The decrease in the effective tax
rate in 1997 is the result of a tax planning initiative that was implemented
in 1996.
NET INCOME. Net income increased from $13.2 million in 1996 to $14.1 million
in 1997, and decreased as a percentage of total revenue from 6.7% in 1996 to
5.4% in 1997.
DILUTED EARNINGS PER SHARE. Diluted earnings per share increased from $0.82
in 1996 to $0.88 in 1997. Diluted earnings per share amounts reflect the
adoption of Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share," in 1997 and are restated for all years presented. The
1997 diluted earnings per share was reduced by an estimated $0.07 related to
acquisition and integration costs for CGI.
FISCAL 1996 COMPARED TO FISCAL 1995
REVENUE. Revenue increased by 27.6% from $154.2 million in 1995 to $196.7
million in 1996, primarily as a result of an increase in the hours of service
provided to clients from 4.8 million in 1995 to 5.7 million in 1996, and, to
a lesser extent, an increase in the average revenue per project hour. The
increase in hours of service was primarily from increased.productivity of
existing branch offices. Branch offices opened prior to the beginning of 1995
contributed 86.9% of ARC's revenue growth from 1995 to 1996. The increase in
average revenue per project hour reflects demand for technical employees with
higher skills and an increase in prices.
GROSS PROFIT. Gross profit increased by 27.6% from $56.8 million in 1995 to
$72.5 million in 1996, primarily as a result of an increase in hours of
service provided to clients. Gross margin remained unchanged at 36.8% for
1995 and 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $39.8 million in 1995 to $51.5 million
in 1996, primarily due to increased commissions, bonuses and staffing
expenses associated with revenue and profitability growth; start-up expenses
associated with the new Middle Market and Smartsourcing-Registered Trademark-
Solutions initiatives; and an increased number of branch offices and their
related operating costs. Selling, general and administrative expenses
increased as a percentage of revenue from 25.8% in 1995 to 26.2% in 1996,
primarily due to start-up costs associated with the aforementioned
initiatives.
INCOME FROM OPERATIONS. Income from operations increased from $16.9 million
in 1995 to $20.9 million in 1996, and decreased as a percentage of total
revenue from 11.0% to 10.6%, respectively.
PROVISION FOR INCOME TAXES. The provision for income taxes increased from
$7.3 million, or an effective tax rate of 41.3%, in 1995 to $8.8 million, or
an effective tax rate of 40.0%, in 1996. The decrease in the effective tax
rate in 1996 is the result of a tax planning initiative that was implemented
at the beginning of the year.
NET INCOME. Net income increased from $10.4 million in 1995 to $13.2 million
in 1996, and remained unchanged as a percentage of total revenue at 6.7%.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- ---------------------------------------------------------------------------
CONTINUED
DILUTED EARNINGS PER SHARE. Diluted earnings per share increased from $0.65
in 1995 to $0.82 in 1996. Diluted earnings per share amounts reflect the
adoption of SFAS.No. 128 and are restated for all years presented.
LIQUIDITY AND CAPITAL RESOURCES
ARC has historically financed its operations and capital expenditures through
public and private offerings of equity securities, a bank line of credit and
cash generated from operations. Net cash flow provided by operations was $4.1
million in 1995 and $2.6 million in 1996. Net cash flow used in operations
was $144,000 in 1997. The 1997 net cash flow was impacted by increased
capital spending related to the replacement of the Company's information
technology systems. This initiative was started in 1997 and is expected to be
substantially complete in 1998. The 1997 net cash flow was also impacted by
the aforementioned acquisition and integration costs associated with CGI.
Working capital increased from $34.0 million at December 31, 1995 to $51.8
million at December 31, 1996 and $65.8 million at December 31, 1997. The
increase in working capital from December 31, 1996 to December 31, 1997 was
partially attributable to the acquisition of working capital from CGI.
On June 21, 1995, ARC received $7.2 million of net proceeds from the sale of
314,850 shares of its common stock pursuant to an over-allotment option
granted by ARC in connection with a secondary public offering of shares by
certain selling stockholders of ARC.
ARC financed the acquisition of CGI with cash from short-term investments and
borrowings under a $75.0 million revolving credit facility. As of December
31, 1997, the total borrowings under the revolving credit facility were $73.5
million.
ARC believes its cash balances, funds from operations and borrowing capacity
will be sufficient to fund continued expansion of its office network and to
meet all of its anticipated operating cash requirements for at least the next
12 months.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income," which is effective for fiscal years
beginning after December 15, 1997. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. It requires (a) classification of items of other comprehensive
income by their nature in a financial statement and (b) display of the
accumulated-balance of other comprehensive income separate from retained
earnings and additional paid-in capital in the equity section of a statement
of financial position.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 establishes standards for
reporting information about operating segments in annual financial statements
and requires selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for
Segments of Business Enterprise," but retains the requirement to report
information about major customers.
The Company is currently evaluating the impact these statements will have on
its financial statements.
7
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
IN THOUSANDS, EXCEPT SHARE DATA 1997 1996
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 971 $ 2,310
Short-term investments 7,673 20,868
Trade accounts receivable, net of allowance
for doubtful accounts, $662 in 1997 and $528 in 1996 83,124 33,207
Prepaid expenses 780 455
Other receivables 2,481 2,403
Deferred income taxes 800 960
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 95,829 60,203
- ------------------------------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT:
Office equipment 7,783 3,103
Furniture and fixtures 2,440 1,427
Software 4,835 420
Leasehold improvements 730 307
- ------------------------------------------------------------------------------------------------------------------------------------
15,788 5,257
Less accumulated depreciation and amortization 6,562 2,377
- ------------------------------------------------------------------------------------------------------------------------------------
NET PROPERTY AND EQUIPMENT 9,226 2,880
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS:
Long-term investments 502 1,026
Goodwill, net of amortization, $176 in 1997 47,624 --
Restricted cash held in escrow 20,000 --
Other assets 1,269 294
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER ASSETS 69,395 1,320
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $174,450 $ 64,403
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,261 $ 324
Payroll and related expenses 11,843 5,969
Accrued expenses 9,357 1,632
Income taxes payable 573 466
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 30,034 8,391
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term debt 73,500 --
Deferred rent payable 271 345
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 103,805 8,736
- ------------------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred Stock ($.01 par value; 1,000,000 shares authorized; none issued and outstanding) -- --
Common Stock ($.01 par value; 50,000,000 shares authorized;
15,777,564 and 15,651,391 shares issued in 1997 and 1996, respectively) 158 157
Additional paid-in capital 23,886 23,003
Unrealized gain (loss) on available-for-sale securities 399 (28)
Cumulative translation adjustment 40 43
Retained earnings 46,581 32,492
- ------------------------------------------------------------------------------------------------------------------------------------
71,064 55,667
LESS:
Treasury shares, at cost (19,000 shares in 1997) 419 --
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 70,645 55,667
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $174,450 $ 64,403
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
8
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
IN THOUSANDS, EXCEPT PER SHARE DATA 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue $ 262,970 $ 196,728 $ 154,173
Cost of services 172,248 124,268 97,401
- -----------------------------------------------------------------------------------------------------------------------------
Gross profit 90,722 72,460 56,772
Selling, general and administrative expenses 68,122 51,538 39,847
- -----------------------------------------------------------------------------------------------------------------------------
Income from operations 22,600 20,922 16,925
Other income, net 232 1,107 713
- -----------------------------------------------------------------------------------------------------------------------------
Income before income taxes 22,832 22,029 17,638
Income taxes 8,743 8,811 7,280
- -----------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 14,089 $ 13,218 $ 10,358
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE AMOUNTS:
Basic $ 0.90 $ 0.85 $ 0.69
Diluted $ 0.88 $ 0.82 $ 0.65
- -----------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
Basic 15,703 15,523 15,073
Diluted 16,052 16,077 15,861
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
9
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF THE BUSINESS Alternative Resources Corporation
(the "Company") was incorporated in Delaware on March 8, 1988. The Company
provides comprehensive information technology (IT) services that allow
clients to stay focused on mission-critical activities of their business.
Customized solutions vary based on the nature and length of client projects,
the degree of day-to-day management responsibility clients wish to delegate,
and the flexibility desired. The Company historically has focused on five
information technology environments including: 1) help desk, 2) desktop
support, 3) LAN/WAN/telecommunications, 4) client/server, and 5) data center
operations. With the acquisition of CGIsystems on November 7, 1997, ARC
broadened the scope of its services to focus on the following additional
environments: applications development, applications maintenance, groupware,
Internet, Intranet and electronic commerce.
PRINCIPLES OF CONSOLIDATION The operations of the Company are conducted
through a parent holding company and three operating subsidiaries. The
accompanying financial statements include the consolidated financial position
and results of operations of the Company and its subsidiaries with all
intercompany transactions eliminated in their entirety.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
CASH EQUIVALENTS Cash and cash equivalents include all deposits in banks and
highly liquid investments with original maturities of three months or less.
INVESTMENT SECURITIES Marketable securities purchased after December 31, 1995
are classified as available-for-sale under Statement of Financial Accounting
Standards No. 115 and are recorded at fair market value, with unrealized
holding gains or losses, if any, recorded as a separate component of
stockholders' equity. Marketable securities purchased before December 31,
1995 are classified as held-to-maturity and are recorded at amortized cost.
The Company does not invest in trading securities. The Company uses the
specific identification basis of accounting for individual securities.
GOODWILL Goodwill, which represents the excess of purchase price over fair
value of net assets acquired, is amortized on a straight-line basis over the
expected periods to be benefited. Adjustments to the carrying value of
goodwill are made if the sum of expected future net cash flows from the
business acquired is less than book value.
PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and
depreciated using the straight-line method over the estimated useful lives of
the respective assets ranging from three to five years. Software includes
development costs for IT projects currently in progress and will be
depreciated upon completion. Leasehold improvements are amortized using the
straight-line method over the life of the related leases, generally three to
five years.
TRANSLATION OF FOREIGN CURRENCIES Assets and liabilities of the Company's
Canadian branch offices are translated at the rate of exchange in effect on
the balance sheet date; income and expenses are translated at the weighted
average rates of exchange prevailing during the year. The related translation
adjustments are reflected as a cumulative translation adjustment in
stockholders' equity. Foreign currency transaction gains and losses for the
years presented were not material.
REVENUE RECOGNITION Revenues are recognized, net of volume discounts, as
services are performed.
INCOME TAXES Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years.in which
those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
STOCK OPTIONS Prior to January 1, 1996, the Company accounted for its stock
options in accordance with the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related interpretations. Under APB 25, no compensation cost has been
recognized for its stock-based compensation plans. On January 1, 1996, the
Company adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("Statement 123") which permits
entities to recognize as expense over the vesting period the fair value of
all stock-based awards on the date of grant. Alternatively, Statement 123
also allows entities to continue to apply the provisions of APB 25 and
provide pro forma net income and pro forma net income per share
12
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
CONTINUED
disclosures for its stock-based compensation plans in 1995 and future years
as if the fair-value-based method defined in Statement 123 had been applied.
The Company has elected to continue to apply the provisions of APB 25 and
provide the pro forma disclosure provisions of Statement 123.
FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company's
financial instruments, except for long-term debt, approximate their fair
values due to the short maturity of these instruments. The carrying amount of
long-term debt approximates its fair value due to its variable.interest rate.
COMPUTATION OF EARNINGS PER SHARE In 1997, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share," and all share
and per share amounts presented have been restated to reflect this change.
Basic earnings per share is based on the weighted average number of common
shares outstanding for the year. Diluted earnings per share is based on the
weighted average number of common shares outstanding and includes the
dilutive effect of unexercised stock options using the treasury stock method.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
IN THOUSANDS 1997 1996 1995
- -----------------------------------------------------------------------
<S> <C> <C> <C>
BASIC SHARES 15,703 15,523 15,073
PLUS: INCREMENTAL
SHARES FROM STOCK OPTIONS 349 554 788
- -----------------------------------------------------------------------
DILUTED SHARES 16,052 16,077 15,861
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
</TABLE>
(2) ACQUISITIONS
On November 7, 1997, the Company acquired all of the outstanding stock of
CGI Systems, Inc. (CGI). CGI provides ARC with a range of information
technology services including applications support; network solutions,
including network implementation and Lotus Notes practices; applications
development practices; and applications consulting practices for SAP, data
warehousing and other applications. The acquisition is a strategic expansion
of ARC's service offerings in the IT staffing and managed services area,
which will allow for a broader base of solutions to an increasingly
sophisticated information technology marketplace.
The initial purchase price for CGI was $60.0 million with a potential
additional payout of up to $20.0 million over the next three years if certain
targets are achieved. The purchase price was financed with cash from
short-term investments and borrowings under a $75.0 million revolving credit
facility. The $20.0 million potential additional payout is reported in other
assets as restricted cash held in escrow. Estimated acquisition costs
relating to the purchase of CGI amounted to $2.1 million. These costs included
investment banking and other professional fees, employee severance, costs of
closing office facilities and various other expenses.
The acquisition of CGI was accounted for under the purchase method.
Accordingly, the purchase price has been allocated to identifiable tangible
and intangible assets acquired and liabilities assumed based on their
estimated fair values. The consolidated statements of operations reflect the
results of operations of CGI since the acquisition date. The preliminary
allocation of purchase price resulted in goodwill of $45.7 million which will
be amortized on a straight-line basis over 40 years.
The following pro forma information combines the consolidated results of
operations as if the acquisition of CGI had been consummated as of January 1,
1996, and includes the impact of certain acquisition-related adjustments.
Acquisition adjustments include the amortization of goodwill and other
intangibles, interest expense related to the acquisition debt and the related
income tax effects. This summary is provided for informational purposes only.
Since the financial information set forth below is based upon operating
results of CGI when it was not under the control or management of ARC, the
information presented is not indicative of the results which would have
actually been obtained had the acquisition been completed as of January 1,
1996, nor are they indicative of future results.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(UNAUDITED)
IN THOUSANDS, EXCEPT PER SHARE DATA 1997 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE $ 315,360 $ 236,839
NET INCOME 13,326 11,101
NET INCOME PER SHARE 0.83 0.69
- -----------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
CONTINUED
(3) INVESTMENTS
The aggregate fair value and amortized cost of investments.is as follows (in
thousands):
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
GROSS
UNREALIZED
HOLDING
AGGREGATE ---------------------------- AMORTIZED
FAIR VALUE GAINS (LOSSES) COST BASIS
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
AVAILABLE-FOR-SALE:
EQUITY SECURITIES $ 4,374 $ 519 $ (157) $ 4,012
US TREASURY AND FEDERAL
AGENCY DEBT SECURITIES 500 1 -- 499
STATE AND MUNICIPAL
DEBT SECURITIES 1,009 9 -- 1,000
CORPORATE DEBT
SECURITIES 2,292 35 (8) 2,265
- ------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS $ 8,175 $ 564 $ (165) $ 7,776
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
DECEMBER 31, 1996
AVAILABLE-FOR-SALE:
US TREASURY AND FEDERAL
AGENCY DEBT SECURITIES $ 7,275 $ 31 $ (14) $ 7,258
STATE AND MUNICIPAL
DEBT SECURITIES 7,299 4 (29) 7,324
CORPORATE DEBT
SECURITIES 4,880 3 (23) 4,900
- ------------------------------------------------------------------------------------------------
TOTAL 19,454 38 (66) 19,482
- ------------------------------------------------------------------------------------------------
HELD-TO-MATURITY:
US TREASURY AND FEDERAL
AGENCY DEBT SECURITIES 760 6 -- 754
STATE AND MUNICIPAL
DEBT SECURITIES 1,680 1 (7) 1,686
- ------------------------------------------------------------------------------------------------
TOTAL 2,440 7 (7) 2,440
- ------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS $ 21,894 $ 45 $ (73) $ 21,922
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
The aggregate fair value and amortized cost of debt securities by contractual
maturity as of December 31, 1997 was (in thousands):
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
AGGREGATE AMORTIZED
FAIR VALUE COST BASIS
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
MATURITY WITHIN 1 YEAR $ 3,271 $ 3,263
MATURITY AFTER 1 THROUGH 5 YEARS 128 119
MATURITY AFTER 5 THROUGH 10 YEARS 123 122
MATURITY AFTER 10 YEARS 279 259
- -----------------------------------------------------------------------------------------------
DEBT SECURITIES $ 3,801 $ 3,763
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
Proceeds from the sales of available-for-sale securities were $14,949,000 in
1997 and $628,000 in 1996. Gross realized gains and losses on those sales
were not significant.
(4) LONG-TERM BORROWINGS
The Company entered into a $75.0 million revolving credit facility to, in
part, finance the acquisition of CGI and to meet anticipated cash needs. As
of December 31, 1997, the total borrowings under the revolving credit
facility were $73.5 million. The average interest rate on the revolving
credit facility was 6.7% in 1997 and is based on LIBOR plus 7/8%. The credit
facility expires in the year 2000.
(5) STOCKHOLDERS' EQUITY
In 1994, the Company accrued $700,000 as an estimate of the costs to be
incurred for registration rights granted to Wind Point Partners II, L.P.,
with a corresponding reduction in additional paid-in-capital. Approximately
$200,000 and $225,000 were utilized for registration rights exercised in 1995
and 1994, respectively, and additional paid-in-capital was increased by
$275,000 as the remaining registration rights expired.
On May 22, 1995, the Company's Board of Directors approved a two-for-one
split of the Company's Common Stock. All common share and per share amounts
have been adjusted retroactively to give effect to the stock split.
In June 1995, the Company issued 314,850 shares of Common Stock in connection
with a secondary public offering of the Company's Common Stock.
In April 1996, the Company amended the Certificate of Incorporation to
increase the number of authorized shares.of Common Stock to 50,000,000.
(6) LEASES
The Company leases its office facilities under noncancelable operating
leases. Rental expense for operating leases during 1997, 1996 and 1995 was
$3,258,000, $2,257,000 and $1,608,000, respectively.
Future minimum lease payments under noncancelable operating leases (with
initial or remaining lease terms in excess of one year) as of December 31,
1997 are (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
YEAR ENDING DECEMBER 31, AMOUNT
- ----------------------------------------------------------------------
<S> <C>
1998 $ 3,474
1999 3,259
2000 2,799
2001 2,132
2002 1,196
THEREAFTER 2,256
- ----------------------------------------------------------------------
TOTAL $ 15,116
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
CONTINUED
(7) OTHER INCOME, NET
Other income, net, for the years ended December 31, 1997, 1996 and 1995 is
comprised of the following (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME $ 992 $ 1,107 $ 713
INTEREST EXPENSE (760) -- --
- ----------------------------------------------------------------------
$ 232 $ 1,107 $ 713
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
(8) INCOME TAXES
Income tax expense (benefit) is summarized as follows for the years ended
December 31, 1997, 1996 and 1995 (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT:
FEDERAL $ 7,553 $ 8,312 $ 6,230
STATE 1,030 1,150 1,376
- ----------------------------------------------------------------------
TOTAL CURRENT 8,583 9,462 7,606
- ----------------------------------------------------------------------
DEFERRED:
FEDERAL 140 (576) (279)
STATE 20 (75) (47)
- ----------------------------------------------------------------------
TOTAL DEFERRED 160 (651) (326)
- ----------------------------------------------------------------------
$ 8,743 $ 8,811 $ 7,280
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
The reasons for the difference between the effective tax rate and the
corporate Federal income tax rate for the years ended December 31, 1997, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
PERCENTAGE OF EARNINGS BEFORE TAXES
1997 1996 1995
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
FEDERAL INCOME TAX RATE 35.0% 35.0% 35.0%
ITEMS AFFECTING FEDERAL INCOME TAX RATE:
STATE INCOME TAX, NET OF FEDERAL TAX BENEFIT 2.8 4.1 5.1
OTHER 0.5 0.9 1.2
- -----------------------------------------------------------------------------------------
EFFECTIVE INCOME TAX RATE 38.3% 40.0% 41.3%
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1997 and 1996 are as follows.(in thousands):
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
1997 1996
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS:
PROPERTY AND EQUIPMENT--DEPRECIATION $ 197 $ 71
ACCOUNTS RECEIVABLE
VALUATION ALLOWANCE 445 271
DEFERRED RENT PAYABLE 109 138
ACCRUED LIABILITIES 872 519
- ------------------------------------------------------------------------------------------------
GROSS DEFERRED TAX ASSETS 1,623 999
- ------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES:
SOFTWARE DEVELOPMENT COSTS (480) --
ACQUISITION-RELATED ACCRUALS (239) --
OTHER (104) (39)
- ------------------------------------------------------------------------------------------------
GROSS DEFERRED TAX LIABILITIES (823) (39)
- ------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSET $ 800 $ 960
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
No valuation allowance for deferred tax assets has been recorded as the
Company believes it is more likely than not the deferred tax assets will be
realized in the future.
(9) EMPLOYEE SAVINGS PLAN
The Company maintains a defined contribution benefit plan ("the Plan"). The
Plan covers each employee who has completed 1,000 hours of service in a
12-month period commencing with the start of employment. Contributions to the
Plan are based on percentages of employee salaries plus a matching
contribution by the Company in an amount to be determined at the Company's
discretion. Vesting in the Company's contributions is based on length of
service over a five-year period. Contributions by the Company on behalf of
all employees approximated $175,000, $131,000 and $77,000 during 1997, 1996
and 1995, respectively.
(10) STOCK OPTIONS
During 1994, the Company amended and restated the stock option plan adopted
in 1992. Under the amended and restated Incentive Stock Option Plan ("Option
Plan"), officers and key employees may be granted non-qualified stock
options, incentive stock options, performance units, and stock appreciation
rights. The Option Plan also provides for automatic annual grants to each
non-affiliate director of non-qualified stock options to purchase up to 5,000
shares of Common Stock. The purchase price per share for such options will be
equal to the fair market value of a share of Common Stock on the date of
grant. Any such options will be exercisable one year after the date of grant
and will terminate upon the earlier of 90 days following the date on which
such director ceases to serve on the Board or 10 years after the date of
grant.
15
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
CONTINUED
The exercise price of incentive stock options granted under the Option Plan
must be equal to at least 100% of the fair market value of the Company's
Common Stock subject to the option on the date of grant. The incentive stock
options granted by the Company may not be exercised during the first six
months from the date granted and, thereafter, generally become exercisable at
a rate of 2.38% of the total shares subject to the option on and after the
first day of each calendar month. The maximum term of a stock option under
the Option Plan is 10 years.
In the event employment is terminated for any reason other than gross and
willful misconduct, death or disability, vested options are exercisable
within 30 days after such termination of employment. Termination due to gross
and willful misconduct terminates the option as of the date of the
misconduct. Upon death or disablement, vested options are exercisable within
six months after the date of death or disablement by the executors,
administrators or applicable guardian of the optionee.
The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 1997 and 1996, respectively: risk-free
interest rates of 6.0% and 6.0%; expected lives of 4 years and 4 years;
expected volatility of 47% and 32%; and no dividends are expected to be paid.
The following net income and earnings per share data reflect the pro forma
effects of the stock-based compensation cost for the Company's Option Plan in
accordance with Statement 123 (in thousands, except per share data):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
1997 1996 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET INCOME AS REPORTED $ 14,089 $ 13,218 $ 10,358
PRO FORMA 11,002 11,337 10,059
BASIC EARNINGS AS REPORTED $ 0.90 $ 0.85 $ 0.69
PER SHARE PRO FORMA 0.70 0.73 0.71
DILUTED EARNINGS AS REPORTED $ 0.88 $ 0.82 0.65
PER SHARE PRO FORMA 0.69 0.71 0.63
- --------------------------------------------------------------------------------------------
</TABLE>
Stock option transactions for the years ended December 31, 1995, 1996 and
1997 are summarized as follows (in thousands, except price data):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
WEIGHTED
AVERAGE
SHARES EXERCISE PRICE
- --------------------------------------------------------------------------
<S> <C> <C>
BALANCE AT DECEMBER 31,1994 1,395 $7.75
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
OPTIONS GRANTED 1,401 27.83
OPTIONS CANCELED (305) 11.41
OPTIONS EXERCISED (251) 3.24
- --------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1995 2,240 20.04
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
OPTIONS GRANTED 1,092 22.62
OPTIONS CANCELED (406) 21.60
OPTIONS EXERCISED (304) 9.58
- --------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1996 2,622 22.08
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
OPTIONS GRANTED 1,832 20.35
OPTIONS CANCELED (1,202) 28.61
OPTIONS EXERCISED (126) 9.17
- --------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1997 3,126 $19.28
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
</TABLE>
For the years ended December 31, 1997, 1996 and 1995 there were 662,000,
472,000 and 127,000 options exercisable, respectively. As of December 31,
1997 no stock options were available for future grants. The weighted-average
grant-date fair values of options granted during 1997, 1996 and 1995 were
$8.22, $8.88 and $9.42 per share, respectively.
The following table summarizes information about the stock options
outstanding as of December 31, 1997 (options in thousands):
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------------- -----------------------------
AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$0.28-15.99 791 7.9 years $13.22 323 $10.64
16.00-17.99 582 8.8 17.31 77 17.31
18.00-20.99 720 8.8 19.98 138 19.83
21.00-24.99 817 9.7 23.12 -- --
25.00-38.12 216 7.9 29.82 124 30.34
- ------------------------------------------------------------------------------
$0.28-38.12 3,126 8.7 19.28 662 17.03
</TABLE>
16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
CONTINUED
(11) EMPLOYEE STOCK PURCHASE PLAN
In 1995, the stockholders of the Company approved the Alternative Resources
Corporation Employee Stock Purchase Plan (the "Stock Purchase Plan"). An
aggregate of 300,000 shares of the Company's Common Stock (subject to
adjustment for any dividend, stock split or other relevant changes in the
Company's capitalization) may be sold pursuant to the Stock Purchase Plan.
The Stock Purchase Plan covers each employee who has completed 1,000 hours of
service during the last 12 calendar months preceding the enrollment date. The
Stock Purchase Plan enables employees to purchase the Company's Common Stock
at 85% of the market price. Employees may purchase the Company's Common Stock
through the Stock Purchase Plan only by payroll deduction. Payroll deductions
may not exceed.20% of the employee's gross pay or $21,250 in any one.year.
During 1997, all Stock Purchase Plan shares were purchased on the open
market. In 1997, 1996 and 1995, the Company's matching portion to the Stock
Purchase Plan amounted to $199,000, $195,000 and $149,000, respectively.
(12) CONCENTRATION OF CREDIT RISK
The Company provides services to clients including systems integrators,
telecommunications companies, banking and financial services entities,
manufacturers, distributors, health care providers and utilities throughout
the United States. In 1997, 1996 and 1995, the largest client accounted for
approximately 15%, 13% and 11%, the second largest client accounted for
approximately 14%, 10% and 7% and the third largest client accounted for 12%,
11% and 15% of the Company's total revenues, respectively.
(13) LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
17
<PAGE>
INDEPENDENT AUDITORS' REPORT
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS AND STOCKHOLDERS
ALTERNATIVE RESOURCES CORPORATION:
We have audited the accompanying consolidated balance sheets of Alternative
Resources Corporation and subsidiaries (the Company) as of December 31, 1997
and 1996, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for each of the years.in the three-year
period ended December 31, 1997. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based.on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Alternative Resources Corporation and subsidiaries as of December 31, 1997
and 1996, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 1997 in conformity
with generally accepted accounting principles.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
January 28, 1998
18
<PAGE>
STOCKHOLDER INFORMATION
ARC's Common Stock is traded on the Nasdaq National Market under the
symbol "ALRC." No cash dividends have been paid on the common stock since the
initial trading. As of December 31, 1997, ARC had 177 stockholders of record
(including brokerage firms and other nominees) and 15,777,564 outstanding
shares of Common Stock. The table shows the reported high and low sale prices
of the Common Stock, for the periods indicated, during the years ended
December 31, 1996 and 1997:
<TABLE>
<CAPTION>
1997 1996
HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>
FIRST QUARTER $17 7/8 $13 3/4 $33 1/4 $24
SECOND QUARTER 22 1/2 13 1/2 44 1/2 30 1/2
THIRD QUARTER 25 1/2 19 3/4 37 1/2 20 1/2
FOURTH QUARTER 27 3/8 18 1/2 33 3/4 13 1/2
</TABLE>
19
<PAGE>
ALTERNATIVE RESOURCES CORPORATION
SUBSIDIARIES
STATE OF
NAME INCORPORATION
---- -------------
ARC Service, Inc. Delaware
ARC Advantage, Inc. Delaware
CGI Corporation Delaware
CGI Systems, Inc. Delaware
Writers, Inc. California
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTS
The Board of Directors
Alternative Resources Corporation:
We consent to incorporation by reference in the registration statements (Nos.
33-88918, 33-85078 and 333-12693) on Form S-8 of Alternative Resources
Corporation of our reports dated January 28, 1998, relating to the consolidated
balance sheets of Alternative Resources Corporation and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, and related consolidated
financial statement schedule, which reports are incorporated by reference in the
December 31, 1997 annual report on Form 10-K of Alternative Resources
Corporation.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
March 27, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S 10-K REPORTS FOR
THE TWELVE MONTH PERIODS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 2310 1903
<SECURITIES> 20,868 15,077
<RECEIVABLES> 33,207 24,621
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 60,203 43,092
<PP&E> 5,527 3,487
<DEPRECIATION> 2,377 1,433
<TOTAL-ASSETS> 64,403 47,811
<CURRENT-LIABILITIES> 8,391 9,098
<BONDS> 0 0
0 0
0 0
<COMMON> 157 153
<OTHER-SE> 55,510 38,308
<TOTAL-LIABILITY-AND-EQUITY> 64,403 38,461
<SALES> 0 0
<TOTAL-REVENUES> 196,728 154,173
<CGS> 0 0
<TOTAL-COSTS> 124,268 97,401
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 22,029 17,638
<INCOME-TAX> 8,811 7,280
<INCOME-CONTINUING> 13,218 10,358
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 13,218 10,358
<EPS-PRIMARY> 0.85 0.69
<EPS-DILUTED> 0.82 0.65
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S 10-K FOR THE TWELVE
MONTH PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 971
<SECURITIES> 7,673
<RECEIVABLES> 83,124
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,829
<PP&E> 15,788
<DEPRECIATION> 6,562
<TOTAL-ASSETS> 174,450
<CURRENT-LIABILITIES> 30,034
<BONDS> 0
0
0
<COMMON> 158
<OTHER-SE> 70,487
<TOTAL-LIABILITY-AND-EQUITY> 174,450
<SALES> 0
<TOTAL-REVENUES> 262,970
<CGS> 0
<TOTAL-COSTS> 172,248
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 760
<INCOME-PRETAX> 22,832
<INCOME-TAX> 8,743
<INCOME-CONTINUING> 14,089
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,089
<EPS-PRIMARY> 0.90
<EPS-DILUTED> .88
</TABLE>
