FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
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 0-24928
THE SOLOMON-PAGE GROUP LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0353012
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(State or other jurisdiction of incorporation (IRS Employer Identification No.)
Or organization)
1140 AVENUE OF THE AMERICAS, NEW YORK, NY 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 764-9200
------------------------------
N/A
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Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 / /
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At August 10, 1998, there were
outstanding 5,152,282 shares of the Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format:
Yes / / No /X/
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
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FORM 10-QSB
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED JUNE 30, 1998
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INDEX
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PART I: FINANCIAL INFORMATION
ITEM 1: Financial Statements Page Number
-----------
Consolidated Balance Sheet as of June 30, 1998 [Unaudited]...................1
Consolidated Statements of Operations for the three months and nine months
ended June 30, 1998 and 1997 [Unaudited].....................................3
Consolidated Statements of Cash Flows for the three months and nine months
ended June 30, 1998 and 1997 [Unaudited].....................................4
Notes to Consolidated Financial Statements [Unaudited] ......................6
ITEM 2: Management's Discussion and Analysis or
Plan of Operation.............................................7
PART II: OTHER INFORMATION
ITEM 5: Other Information............................................11
ITEM 6: Exhibits and Reports on Form 8-K.............................11
SIGNATURES..................................................................12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998 [UNAUDITED]
ASSETS:
CURRENT ASSETS:
Cash and Cash Equivalents $ 1,504,109
Short-Term Investments 600,562
Accounts Receivable - [Net of Allowances of $165,000] 9,975,125
Other Current Assets 768,645
-----------
TOTAL CURRENT ASSETS 12,848,441
-----------
PROPERTY AND EQUIPMENT [NET OF ACCUMULATED
DEPRECIATION OF $996,691] 1,858,979
-----------
OTHER ASSETS:
Investments 1,202,064
Intangible Assets - [Net of Accumulated Amortization of $174,250] 689,883
Due from Related Parties 162,920
Security Deposits 155,011
Restricted Investment 34,466
-----------
TOTAL OTHER ASSETS 2,244,344
-----------
TOTAL ASSETS $16,951,764
===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
1
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998 [UNAUDITED]
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accrued Payroll and Commissions $ 4,208,762
Accounts Payable and Accrued Liabilities 648,328
Income Taxes Payable 250,474
Line of Credit 3,100,000
Current Portion of Obligations Under Capital Leases 41,233
Other Current Liabilities 10,000
-----------
TOTAL CURRENT LIABILITIES 8,258,797
-----------
COMMITMENTS AND CONTINGENCIES --
LONG-TERM LIABILITIES:
Obligations Under Capital Leases 4,300
Deferred Credit 504,499
-----------
TOTAL LONG-TERM LIABILITIES 508,799
-----------
STOCKHOLDERS' EQUITY:
Preferred Stock - Par Value $.001 Per Share; Authorized
2,000,000 Shares, None Issued or Outstanding --
Common Stock - Par Value $.001 Per Share;
Authorized 20,000,000 Shares, 5,160,616 Shares
Issued and 5,150,616 Shares Outstanding 5,161
Additional Paid-in Capital 8,515,307
Treasury Stock and Warrants; 10,000 Common Shares;
1,000,000 Warrants - At Cost (1,070,248)
Retained Earnings 733,948
-----------
TOTAL STOCKHOLDERS' EQUITY 8,184,168
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $16,951,764
===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE $11,696,027 $7,825,054 $33,187,218 $19,577,335
----------- ---------- ----------- ----------
SELLING EXPENSES 9,146,293 6,034,364 25,726,506 14,978,475
GENERAL AND ADMINISTRATIVE 1,926,109 1,161,855 5,418,568 3,112,216
DEPRECIATION AND AMORTIZATION 133,686 84,727 377,528 238,835
----------- ---------- ----------- ----------
TOTAL OPERATING EXPENSES 11,206,088 7,280,946 31,522,602 18,329,526
----------- ---------- ----------- ----------
INCOME FROM OPERATIONS 489,939 544,108 1,664,616 1,247,809
----------- ---------- ----------- ----------
OTHER INCOME [EXPENSES]
Interest and Dividend Income 28,210 31,060 92,458 98,114
Interest Expense (77,440) (6,281) (141,795) (28,450)
Net Realized and Unrealized Gain on Investments 655 14,207 1,144 28,885
----------- ---------- ----------- ----------
TOTAL OTHER INCOME [EXPENSES] (48,575) 38,986 (48,193) 98,549
----------- ---------- ----------- ----------
INCOME BEFORE INCOME TAX EXPENSE 441,364 583,094 1,616,423 1,346,358
INCOME TAX EXPENSE 204,147 122,261 736,804 288,473
----------- ---------- ----------- ----------
NET INCOME $237,217 $460,833 $879,619 $1,057,885
=========== ========== =========== ==========
BASIC EARNINGS PER COMMON SHARE $0.05 $0.09 $0.17 $0.21
=========== ========== =========== ==========
DILUTED EARNINGS PER COMMON SHARE $0.04 $0.08 $0.14 $0.19
=========== ========== =========== ==========
BASIC WEIGHTED AVERAGE SHARES 5,131,451 5,132,582 5,131,451 5,132,582
=========== ========== =========== ==========
DILUTED WEIGHTED AVERAGE SHARES 6,150,276 5,606,026 6,091,830 5,553,501
=========== ========== =========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
1998 1997
---- ----
OPERATING ACTIVITIES:
<S> <C> <C>
Net Income $879,619 $1,057,885
-------------- --------------
Adjustments to Reconcile Net Income
to Net Cash [Used for] Operating Activities:
Depreciation and Amortization 377,528 238,835
Provision for losses on Accounts Receivable 40,000 42,000
Deferred Credit 120,636 71,417
Net Realized and Unrealized Gain on Investments (1,144) (28,885)
Change in Assets and Liabilities:
[Increase] Decrease in:
Accounts Receivable (2,606,098) (2,362,326)
Other Assets (448,003) (302,998)
Security Deposits (21,839) (14,841)
Increase [Decrease] in:
Accounts Payable and Accrued Expenses 1,364,102 847,574
Income Tax Payable (16,630) 204,577
Other Liabilities (261,238) 49,763
-------------- --------------
Total Adjustments ($1,452,686) ($1,254,884)
-------------- --------------
NET CASH - OPERATING ACTIVITIES-
FORWARD ($573,067) ($196,999)
-------------- --------------
INVESTING ACTIVITIES:
Capital Expenditures (715,444) (232,843)
Purchase of Investments (599,710) (2,696,650)
Proceeds from Sales of Investments 948,655 1,941,911
Cash Received from Related Parties 15,000 0
Purchase of Treasury Stock 0 (16,250)
-------------- --------------
NET CASH - INVESTING ACTIVITIES -
FORWARD ($351,499) ($1,003,832)
-------------- --------------
</TABLE>
4
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
1998 1997
---- ----
<S> <C> <C>
NET CASH - OPERATING ACTIVITIES -
FORWARDED ($573,067) ($196,999)
-------------- ----------------------
NET CASH - INVESTING ACTIVITIES -
FORWARDED ($351,499) ($1,003,832)
-------------- ----------------------
FINANCING ACTIVITIES:
Borrowings Under the Line of Credit 3,100,000 --
Purchase of Treasury Stock and Warrants (1,053,998) --
Payments on Capital Lease Obligations (54,265) (90,114)
Proceeds from Exercise of Stock Options 27,082 --
Payments from Related Parties 0 10,000
-------------- ----------------------
NET CASH - FINANCING ACTIVITIES $2,018,819 ($80,114)
-------------- ----------------------
NET INCREASE [DECREASE] IN CASH AND CASH EQUIVALENTS 1,094,253 (1,280,945)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS 409,856 2,113,556
-------------- ----------------------
CASH AND CASH EQUIVALENTS - END OF PERIODS $1,504,109 $832,611
============== ======================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest $141,795 $28,450
Income Taxes 776,587 136,335
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
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THE SOLOMON-PAGE GROUP LTD.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
- --------------------------------------------------------------------------------
[1] BASIS OF REPORTING
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, such statements include all adjustments
[consisting only of normal recurring items] which are considered necessary for a
fair presentation of the financial position of the Company at June 30, 1998 and
the results of its operations for the three and nine months ended June 30, 1998
and 1997 and cash flows for the three and nine months ended June 30, 1998 and
1997. The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year or subsequent
periods.
The accompanying unaudited consolidated financial statements include the
accounts of The Solomon-Page Group Ltd. and its wholly owned subsidiary. All
significant intercompany balances and transactions have been eliminated in
consolidation.
It is suggested that these financial statements be read in conjunction with the
audited financial statements and notes for the fiscal year ended September 30,
1997 included in The Solomon-Page Group Ltd. Form 10-KSB.
[2] EARNINGS PER COMMON SHARE
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 128, Earnings per Share, which is effective for
financial statements issued for periods ending after December 15, 1997.
Accordingly, earnings per share data in the financial statements for the three
and nine months ended June 30, 1998 and 1997 have been calculated in accordance
with SFAS No. 128.
SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15, Earnings per
Share, and replaces its primary earnings per share with new basic earnings per
share representing the amount of earnings for the period available to each share
of common stock outstanding during the reporting period. Diluted earnings per
share reflects the amount of earnings for the period available to each share of
common stock outstanding during the reporting period, while giving effect to all
dilutive potential common shares that were outstanding during the period, such
as common shares that could result from the potential exercise or conversion of
securities into common stock. The dilutive effect of outstanding options and
warrants and their equivalents is reflected in dilutive earning per share by the
application of the treasury stock method which recognizes the use of proceeds
that could be obtained upon exercise of options and warrants in computing
diluted earnings per share. It assumes that any proceeds would be used to
purchase common stock at the average market price during the period. Options and
warrants will have a dilutive effect only when the average market price of the
common stock during the period exceeds the exercise price of the option or
warrants.
[3] RECLASSIFICATION
Certain prior period amounts have been reclassified to conform to the current
period presentation.
6
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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OVERVIEW
The Company is a specialty niche provider of staffing services
organized into two primary operating divisions: temporary staffing/consulting
and executive search/full-time contingency recruitment. The temporary
staffing/consulting division provides services to companies seeking personnel in
the information technology, accounting and human resources areas and generated
approximately 58% of the Company's revenue for the nine months ended June 30,
1998. The executive search/full-time contingency recruitment division comprises
nine lines of business, including four industry (capital markets, publishing and
new media, healthcare and fashion services), and five functional (information
technology, accounting, human resources, legal and administrative support). The
executive search/full-time contingency recruitment division generated
approximately 42% of the Company's revenue for the nine months ended June 30,
1998.
The following is a summary of the Company's consolidated financial
and operating data.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
JUNE 30, JUNE 30,
-------- --------
STATEMENT OF OPERATIONS DATA: 1998 1997 1998 1997
- ----------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $11,696,027 $7,825,054 $33,187,218 $19,577,335
Income from Operations 489,939 544,108 1,664,616 1,247,809
Income Before Income Tax Expense 441,364 583,094 1,616,423 1,346,358
Income Tax Expense 204,147 122,261 736,804 288,473
Net Income 237,217 460,833 879,619 1,057,885
Basic Earnings Per Common Share $0.05 $0.09 $0.17 $0.21
Diluted Earnings Per Common Share $0.04 $0.08 $0.14 $0.19
BALANCE SHEET DATA: JUNE 30, 1998
- ------------------- -------------
Working Capital $4,589,644
Total Assets 16,951,764
Line of Credit 3,100,000
Stockholders' Equity 8,184,168
</TABLE>
RESULTS OF OPERATIONS
The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this document.
Revenue increased to approximately $11,696,000 for the three months
ended June 30, 1998 from approximately $7,825,000 for the three months ended
June 30, 1997, an increase of approximately $3,871,000 or 49%. Revenue of the
Company's temporary staffing/consulting division was approximately $6,802,000
for the three months ended June 30, 1998 compared to approximately $4,219,000
for the same period in 1997, an increase of approximately $2,583,000 or 61%.
Revenue of the Company's executive search/full-time contingency recruitment
division experienced an increase of 36% to approximately $4,894,000 for the
three months ended June 30, 1998 compared to approximately $3,606,000 for the
same period in 1997.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION [CONTINUED]
Revenue increased approximately $13,870,000 for the nine months
ended June 30, 1998 compared to approximately $9,628,000 for the sa Revenue
increased to approximately $33,187,000 for the nine months ended June 30, 1998
from approximately $19,577,000 for the nine months ended June 30, 1997, an
increase of approximately $13,610,000 or 70%. Revenue of the Company's temporary
staffing/consulting division was approximately $19,317,000 for the nine months
ended June 30, 1998 compared to approximately $9,949,000 for the same period in
1997, an increase of approximately $9,368,000 or 94%. Revenue of the Company's
executive search/full-time contingency recruitment division increased 44% to me
period in 1997.
The increase in revenue for the three and nine months ended June
30, 1998 compared to the three and nine months ended June 30, 1997 division was
due to expansion of the Company's temporary staffing/consulting division within
the areas of accounting, human resource and information technology. Revenue of
the Company's information technology temporary staffing/consulting business
experienced significant increases in revenue to approximately $5,822,000 and
$16,587,000 for the three and nine months ended June 30, 1998 respectively,
compared to approximately $3,772,000 and $9,450,000 for the same periods in
1997, an increase of 54% and 76%, respectively. In addition, the hiring of
revenue-generating personnel within various lines of business and strong demand
for personnel from existing as well as new clients contributed to the increase
in revenue.
Selling expenses for the three months ended June 30, 1998 totaled
approximately $9,146,000 (78% of revenues) compared with approximately
$6,034,000 (77% of revenues) for the three months ended June 98, 1997. Selling
expenses for the nine months ended June 30, 1998 totaled approximately
$25,730,000 (78% of revenues) compared with approximately $14,978,000 (77% of
revenues) for the nine months ended June 30, 1997. The increase in selling
expenses as a percentage of revenue is primarily related to costs associated
with payroll requirements within the temporary staffing/consulting division. In
addition, costs associated with hiring revenue-generating personnel within
various lines of business, contributed to these increases. Selling expenses
consist primarily of temporary staffing/consulting payroll, salaries and
commissions of revenue-generating personnel, employee benefits, telephone and
advertising.
General and Administrative expenses increased to approximately
$1,926,000 (17% of revenues) and $5,420,000 (16% of revenues) for the three and
nine months ended June 30, 1998 respectively, compared to approximately
$1,162,000 (15% of revenues) and $3,112,000 (16% of revenues) for the three and
nine months ended June 30, 1997 respectively. The increase is a result of the
hiring of additional support personnel within corporate accounting, information
systems and administration. Also, the Company has incurred various costs
associated with additional office space.
Other Income [Expenses] for the three and nine months ended June
30, 1998 totaled ($49,000) and ($48,000) respectively, compared to $39,000 and
$99,000 for the same period in 1997. The increase in other expense was due
primarily to interest expense charged for borrowings under the Company's line of
credit.
Depreciation and Amortization expense for the three and nine months
ended June 30, 1998 totaled approximately $134,000 and $378,000 respectively,
compared to approximately $85,000 and $239,000 for the same periods in 1997. The
increase is due to increased capital expenditures and the amortization of
intangible assets related to the acquisition of trade names.
Income from operations was approximately $490,000 and $1,665,000
for the three and nine months ended June 30, 1998 respectively, compared to
approximately $544,000 and $1,248,000 for the three and nine months ended June
30, 1997. The increases are primarily the result of the above mentioned factors.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION [CONTINUED]
- --------------------------------------------------------------------------------
Income Tax Expense for the three and nine months ended June 30, 1998
was $204,000 (46% effective tax rate) and $736,000 (46% effective tax rate)
respectively, compared to $122,000 (21% effective tax rate) and $288,000 (21%
effective tax rate) for the same periods in 1997. The lower effective tax rates
for the three and nine months ended June 30, 1997 were primarily a result of net
operating loss carryforwards utilized in those periods.
Net income was approximately $237,000 and $880,000 for the three
and nine months ended June 30, 1998 respectively, compared to approximately
$461,000 and $1,057,000 for the three and nine months ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998, the Company's sources of liquidity included
approximately $2,105,000 in cash and cash equivalents and short-term
investments. The Company's working capital at June 30, 1998 was approximately
$4,762,000. In addition, the Company has available approximately $1,202,000 of
long term investments as a source of liquidity if required.
On October 31, 1997, the Company's Board of Directors authorized
the repurchase of up to 1,000,000 of the Company's Class A redeemable common
stock purchase warrants in open market or privately negotiated transactions. On
February 12, 1998, the Company completed the repurchase of 1,000,000 Class A
redeemable common stock purchase warrants at a cost of $1,053,997.
In February 1998, the Company entered into a one-year $4,000,000
demand line of credit facility agreement with The Dime Savings Bank, which is
collateralized by all the Company's assets. The agreement provides for
borrowings at 1% above the Dime Reference Rate (Dime Reference Rate at June 30,
1998 was 8.5%), in amounts not exceeding 80% of eligible accounts receivable (as
defined therein) and expires on February 28, 1999, on which date the outstanding
principal amount is required to be repaid. As of June 30, 1998, the Company had
borrowed approximately $3,100,000 under this credit facility, of which
approximately $1,054,000 was used for the repurchase of the Company's Class A
redeemable common stock purchase warrants and the balance to fund current
working capital requirements.
Cash flows used in operating activities were approximately $573,000
for the nine months ended June 30, 1998. The primary use of cash was to fund the
increase in accounts receivable related to higher revenues. Accounts receivable
increased approximately $2,597,000 compared to September 30, 1997. Cash provided
by financing activities for the nine months ended June 30, 1998 was
approximately $2,019,000, which was primarily due to $3,100,000 of borrowings
under the line of credit and $1,054,000 used for the repurchase of the Company's
Class A redeemable common stock purchase warrants
The Company believes that its current cash position and investment
balances, together with financing available under its working capital facility
will be sufficient to support current working capital requirements for the next
twelve months.
Many computer systems in use today were designed and developed using
two digits, rather than four, to specify years. As a result, such systems will
recognize the year 2000 as "00". This could cause many computer applications to
fail or to create erroneous results unless corrective measures are taken. The
Company utilizes software or related computer technologies that are essential to
its operations. The Company believes all such software is currently Year 2000
compliant, and does not expect any material impact as a result of the Year 2000
issue.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION [CONTINUED]
- --------------------------------------------------------------------------------
NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ["FASB"] has issued
Statement of Financial Accounting Standards, [SFAS] No. 129, "Disclosure of
Information about Capital Structure," in February 1997. SFAS No. 129 does not
change any previous disclosure requirements, but rather consolidates existing
disclosure requirements for ease of retrieval.
The Financial Accounting Standards Board ["FASB"] issued Statement
of Financial Accounting Standards ["SFAS"] No. 130, "Reporting Comprehensive
Income." SFAS No. 130 is effective for fiscal years beginning after December 15,
1997. Earlier application is permitted. Reclassification of financial statements
for earlier periods provided for comparative purposes are required. The Company
is in the process of determining its preferred format. The adoption of SFAS No.
130 will have no impact on the Company's consolidated results of operations,
financial position or cash flows.
The FASB has issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 changes how operating
segments are reported in annual financial statements and require the reporting
of selected information about operating segments in interim financial reports
issued to shareholders. SFAS No. 131 is effective for periods beginning after
December 15, 1997, and comparative information for earlier years is to be
restated. SFAS No. 131 need not be applied to interim financial statements in
the initial year of its application. The Company is in the process of evaluating
the disclosure requirements. The adoption of SFAS No. 131 will have no impact on
the Company's consolidated results of operations, financial position or cash
flows.
10
<PAGE>
PART II: OTHER INFORMATION
ITEM 5. OTHER INFORMATION
In accordance with recent amendments to the proxy rules under the
Securities Exchange Act of 1934, as amended, the Company's stockholders are
notified that the deadline for providing the Company timely notice of any
stockholder proposal to be submitted outside of the Rule 14a-8 process for
consideration at the Company's 1999 Annual Meeting of Stockholders will be
January 23, 1999. As to all such matters as to which the Company does not have
notice on or prior to January 23, 1999, discretionary authority shall be granted
to the designated persons in the Company's proxy for such Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K: NONE
11
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SOLOMON-PAGE GROUP LTD.
------------------------------------------
(Registrant)
Date: August 10, 1998 /S/ LLOYD B. SOLOMON
------------------------------------------
Lloyd B. Solomon, Chief Executive Officer
Date: August 10, 1998 /S/ ERIC M. DAVIS
------------------------------------------
Eric M. Davis, Chief Financial Officer
Vice President - Finance
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-QSB for the nine months ended June 30, 1998 and is qualified
in its entirety by reference to such FInancial Statements and Notes, thereto.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 1,504,109
<SECURITIES> 1,802,626
<RECEIVABLES> 10,140,125
<ALLOWANCES> 165,000
<INVENTORY> 0
<CURRENT-ASSETS> 12,848,441
<PP&E> 1,858,979
<DEPRECIATION> 313,847
<TOTAL-ASSETS> 16,951,764
<CURRENT-LIABILITIES> 8,258,797
<BONDS> 0
0
0
<COMMON> 5,161
<OTHER-SE> 8,515,307
<TOTAL-LIABILITY-AND-EQUITY> 16,951,764
<SALES> 33,187,218
<TOTAL-REVENUES> 33,187,218
<CGS> 25,726,506
<TOTAL-COSTS> 31,522,602
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 141,795
<INCOME-PRETAX> 1,616,423
<INCOME-TAX> 736,804
<INCOME-CONTINUING> 1,664,616
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 879,619
<EPS-PRIMARY> .17
<EPS-DILUTED> .14
</TABLE>
