<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 1996
ROMAC INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-26058 59-3264661
------- ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
120 West Hyde Park Place, Suite 200, Tampa, Florida 33606
- --------------------------------------------------------------------------------
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813)-258-8855
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name of former address, if changed since last report.)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Romac International, Inc. hereby amends its current report on Form 8-K dated
March 4, 1996 (filed on March 19, 1996) to include the financial statements and
exhibits referenced below.
<TABLE>
<CAPTION>
a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. PAGE
----
<S> <C>
Independent Certified Public Accountant Report on the Financial Statements 6
Balance Sheets as of December 31, 1994 and 1995 7
Statements of Operations and Retained Earnings for Years Ended December 31, 1994
and 1995 8
Statements of Cash Flow for Years Ended December 31, 1994 and 1995 9
Notes to Financial Statements 10
b) PRO FORMA FINANCIAL INFORMATION
Introduction to Unaudited Pro Forma Consolidated Financial Information 12
Pro Forma Consolidated Balance Sheet as of December 31, 1995 (Unaudited) 13
Notes to Pro Forma Consolidated Balance Sheet as of December 31, 1995 (Unaudited) 14
Pro Forma Consolidated Statement of Operations for the years ended December 31, 1995
(Unaudited) 15
[Notes to Pro Forma Consolidated Statements of Operations for the year ended December 31,
1995 (Unaudited) 16
c) EXHIBITS
Exhibits 23.1-Consent of Robert J. Dennehy
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ Peter Dominici
---------------------------------------
Peter Dominici, Chief Financial Officer
Secretary and Treasurer
Date: May 9, 1996
<PAGE> 4
STRATEGIC OUTSOURCING, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1995
<PAGE> 5
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
Strategic Outsourcing, Inc.
In my opinion, the accompanying balance sheets and the related statements of
income and retained earnings and of cash flows present fairly, in all material
respects, the financial position of Strategic Outsourcing, Inc. at December 31,
1995 and 1994, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of Strategic Outsourcing, Inc.'s management; my responsibility
is to express an opinion on these financial statements based on my audits. I
conducted my audits of these statements in accordance with generally accepted
auditing standards which require that I plan and perform the audits 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. I believe that my
audits provide a reasonable basis for the opinion expressed above.
/s/ Robert J. Dennehy
ROBERT J. DENNEHY
Medfield, Massachusetts
May 8, 1996
6
<PAGE> 6
STRATEGIC OUTSOURCING, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1994 1995
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................ $ 55,363 $ 77,317
Trade receivables, less allowance for doubtful accounts of
$0 and $6,000 in 1994 and 1995, respectively..................... 1,083,191 1,199,219
Prepaid expenses and other current assets .......................... 3,750 14,640
---------- ----------
Total current assets........................................ 1,142,304 1,291,176
Furniture and equipment, net (Note 3)................................. 165,794 148,562
Other assets.......................................................... 11,425 11,425
---------- ----------
Total assets................................................ $1,319,523 $1,451,163
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current liabilities...................... $ 88,664 $ 77,276
Accrued payroll costs............................................... 135,156 102,140
Current taxes payable............................................... 456 7,000
Deferred income..................................................... 104,656 72,452
Current maturities of notes payable (Note 4)........................ 202,000 0
---------- ----------
Total current liabilities................................... 530,932 258,868
Commitments and contingencies (Note 6)
Stockholders' Equity:
Common stock, no par value; 15,000 shares authorized, 2,000
shares issued and outstanding.................................... -- --
Paid-in capital..................................................... 2,000 2,000
Retained earnings................................................... 786,591 1,190,295
---------- ----------
Total stockholders' equity.................................. 788,591 1,192,295
---------- ----------
Total liabilities and stockholders' equity.................. $1,319,523 $1,451,163
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 7
STRATEGIC OUTSOURCING, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1994 1995
---------- ----------
<S> <C> <C>
Net service revenues.................................................. $5,737,968 $7,134,637
Direct costs of services.............................................. 2,630,941 3,538,338
---------- ----------
Gross profit........................................................ 3,107,027 3,596,299
Selling, general and administrative expenses.......................... 2,633,550 3,115,000
Depreciation.......................................................... 64,796 67,213
Other income.......................................................... 1,857 (1,907)
---------- --------
Income before taxes................................................... 406,824 415,993
Provision for taxes................................................... 456 7,000
---------- ----------
Net income.......................................................... $ 406,368 $ 408,993
========= =========
Retained earnings:
Beginning of year................................................... $ 512,748 $ 786,591
Less distributions.................................................. (132,525) (5,288)
---------- ----------
End of year......................................................... $ 786,591 $1,190,295
========= =========
Net income per share.................................................. $ 203.18 $ 204.50
========= =========
Weighted average shares outstanding (Note 1).......................... 2,000 2,000
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
<PAGE> 8
STRATEGIC OUTSOURCING, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1994 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................................... $ 406,368 $ 408,993
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation...................................................... 64,796 67,213
Provision for losses on accounts receivable....................... -- 6,000
(Increase) decrease in operating assets:
Trade receivables................................................. (569,188) (122,028)
Prepaid expenses.................................................. 3,131 (10,890)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities.................... (5,067) (11,388)
Accrued payroll costs............................................. 66,615 (33,016)
Deferred income................................................... 104,656 (32,204)
Current taxes payable............................................. -- 6,544
--------- ---------
Cash provided by operating activities........................ 71,311 279,224
Cash flows from investing activities:
Capital expenditures................................................. (99,087) (49,981)
--------- ---------
Cash used in investing activities................................. (99,087) (49,981)
Cash flows from financing activities:
Proceeds from note payable........................................... 202,000 --
Payments on note payable............................................. -- (202,000)
Repayment of stockholder loan........................................ (98,680) --
Distributions........................................................ (132,525) (5,289)
--------- ---------
Cash used in financing activities............................ (29,205) (207,289)
Increase (decrease) in cash............................................ (56,981) 21,954
Cash at beginning of year.............................................. 112,344 55,363
--------- ---------
Cash at end of year.................................................... $ 55,363 $ 77,317
========= =========
Supplemental disclosures of cash flow information:
Cash paid for interest............................................... $ 1,916 $ 1,696
Cash paid for taxes.................................................. 456 456
</TABLE>
The accompanying notes are an integral part of these financial statements
9
<PAGE> 9
STRATEGIC OUTSOURCING
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Strategic Outsourcing, Inc. (the "Company") was formed in 1989 as a human
resources consulting firm that specializes in assisting companies in
implementing a wide variety of outsourcing, outplacement, and career planning
programs. The Company serves primarily the Northeast United States market area.
Furniture and Equipment
Furniture and equipment are carried at cost, less accumulated depreciation.
Major additions are capitalized, while repairs and maintenance are charged to
expense as incurred. Depreciation is computed using the modified accelerated
cost recovery method over the estimated useful lives of the assets.
Revenue Recognition
Net service revenues consist of sales less credits and discounts. The
Company recognizes revenue for Contract Services based on hours worked by
assigned personnel on a weekly basis. Outplacement services are billed for the
total fee for the program selected and recognized over the period services are
rendered. Deferred income reflects those outplacement services billed but not
rendered as of year end.
Major Customers
The Company provided human resources services of $1,253,246 and $958,543 in
1994 and 1995, respectively, to customers representing approximately 22% and
13% of total service revenues for 1995 and 1994, respectively.
Income Taxes
The Company, with the consent of its shareholders, has elected to have its
income taxed under Section 1362 of the Internal Revenue Code. Under those
provisions the Company is not taxed directly for federal purposes, for
the years ended December 31, 1994 and 1995. Instead, the taxable income of the
Company is included in the income tax return of the individual shareholders.
Accordingly, there is no federal provision for income taxes included in the
operating results of the Company.
Earnings Per Share
Earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period.
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.
2. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments has been determined by
the Company using available market information and appropriate valuation
methodologies. The fair values of the Company's financial instruments are
estimated based on current market rates and instruments with the same risk and
maturities.
10
<PAGE> 10
STRATEGIC OUTSOURCING
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The fair values of cash, accounts receivable, accounts payable and current
portion of note payable approximate the carrying values of these financial
instruments.
3. FURNITURE AND EQUIPMENT
Major classifications of furniture and equipment and related asset lives
are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
USEFUL LIFE 1994 1995
----------- --------- ---------
<S> <C> <C> <C>
Furniture, fixtures and equipment.................. 7 years $ 250,987 $ 255,973
Computer equipment................................. 5 years 149,763 194,758
--------- ---------
400,750 450,731
Less accumulated depreciation...................... (234,956) (302,169)
--------- ---------
$ 165,794 $ 148,562
========= =========
</TABLE>
4. LINE OF CREDIT
The Company maintains a $300,000 bank line of credit arrangement with the
Bank of Boston under which $202,000 was outstanding at December 31, 1994.
Amounts borrowed on the line bear interest at the prime rate plus 1.25% and is
secured by all business assets of the Company and personally guaranteed by the
stockholders. The use of this line generally is restricted to the extent that
the Company is required periodically to liquidate its indebtedness to the bank
for 30 days each year. Effective August 1995, the Company terminated its
agreement with the Bank of Boston and entered into a new one year facility in
the amount of $400,000 with Merrill Lynch. Amounts borrowed on the line bear
interest at the prime rate plus 1.0% and is secured by all of the business
assets of the Company and personally guaranteed by the stockholders.
Additionally, the Company is subject to various covenants under the line of
credit agreement.
At December 31, 1995 and 1994, the Company was in compliance with these
covenants. The line was terminated on March 4, 1996 (see Note 8).
5. DISTRIBUTIONS TO SHAREHOLDERS
The Company distributed $132,525 and $5,289 in 1994 and 1995, respectively,
to two stockholders in 1995, a portion of which was to fund the stockholders'
individual income tax liability related to the S corporation taxable earnings.
6. COMMITMENTS AND CONTINGENCIES
Operating Leases
Future minimum lease payments under operating leases are summarized as
follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
--------------------------------------------------------------- --------
<S> <C>
1996........................................................... $192,968
1997........................................................... 158,850
1998........................................................... 114,264
1999........................................................... 114,264
2000........................................................... 28,566
</TABLE>
7. RELATED PARTY TRANSACTION
During 1994, a stockholder loan in the amount of $98,680 was repaid to the
Company.
8. SUBSEQUENT EVENT
On March 4, 1996, the Company completed the sale of the intangible assets
and net fixed assets to Romac International, Inc. The sale price, including a
non-compete agreement, is in excess of the net book value of the assets
acquired and is subject to adjustment upon attainment of certain operating
results.
11
<PAGE> 11
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION
The following unaudited pro forma consolidated information for the year ended
December 31, 1995 has been prepared to reflect the financial position of Romac
International, Inc. (the "Company") as if the acquisitions of Venture Networks
Corporation, Inc. ("Venture Networks") in January 1996, PCS Group, Inc. ("PCS")
in February 1996, and Strategic Outsourcing, Inc. ("Strategic Outsourcing") in
March 1996, had occurred effective January 1, 1995.
VENTURE NETWORKS ACQUISITION
The acquisition was treated as a purchase for financial reporting purposes.
The Company acquired Venture Networks for $1.1 million in cash and is subject to
an earn-out agreement wherein all earnings before income taxes of Venture
Networks in excess of $325,000 for the years ending December 31, 1996, 1997 and
1998, shall be paid to Venture Networks' prior owners in the form of additional
purchase price. The transaction was financed by the proceeds of the Company's
initial public offering which had been invested in short-term securities since
August 1995.
PCS ACQUISITION
The acquisition was treated as a purchase for financial reporting purposes.
The Company acquired PCS for approximately $2.3 million in cash and is subject
to an earn-out agreement wherein two times all earnings before income taxes of
PCS in excess of $500,000, for the years ending December 31, 1996, 1997 and
1998, shall be paid to PCS's prior owners in the form of additional purchase
price, to a cumulative maximum dollar amount of $1.2 million. The transaction
was financed by the proceeds of the Company's initial public offering which had
been invested in short-term securities since August 1995.
STRATEGIC OUTSOURCING ACQUISITION
The acquisition was treated as a purchase for financial reporting purposes.
The Company acquired Strategic Outsourcing for approximately $2.5 million in
cash and is subject to an earn-out agreement wherein two times all earnings
before income taxes of Strategic Outsourcing in excess of $500,000 and 50% of
any earnings before income taxes greater than $1.0 million for the years ending
December 31, 1996, 1997, and 1998, shall be paid to Strategic Outsourcing's
prior owners in the form of additional purchase price. The agreement also calls
for a minimum payout of $500,000, $600,000, and $600,000 for fiscal years 1996,
1997 and 1998 if Strategic Outsourcing's earnings before income taxes exceed
$625,000, $750,000, and $750,000, respectively. The transaction was financed by
the proceeds of the Company's initial public offering which had been invested in
short-term securities since August 1995.
-----------------
The unaudited pro forma consolidated financial statements are derived, in
part, from historical financial statements and should be read in conjunction
with those financial statements and the notes thereto. The unaudited pro forma
consolidated financial statements are not necessarily indicative of the results
that would have occurred if the assumed transactions had occurred on the dates
indicated or the expected financial position or results of operations in the
future. The unaudited pro forma consolidated statement of income should be read
in conjunction with the separate historical consolidated financial statements of
Romac International, Inc. and in conjunction with the related assumptions and
notes to these unaudited pro forma consolidated financial statements.
12
<PAGE> 12
ROMAC INTERNATIONAL
PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Historical
---------------------------------
Romac Venture PCS Strategic Pro Forma
International Networks Group Outsourcing Adjustments Pro Forma
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents 619,766 275 9,104 77,317 (86,696)(b) 619,766
Short-term investments 7,903,559 (5,883,000)(a) 2,020,559
Trade receivables, net of allowance for doubtful
accounts of $623,150, $10,000, and $17,903,
respectively 7,353,790 322,307 622,838 1,199,219 (2,144,364)(b) 7,353,790
Notes receivable from franchisees, current 136,464 136,464
Receivables from related parties, current 186,219 19,596 (19,596)(b) 186,219
Deferred tax asset 308,374 308,374
Prepaid expenses and other current assets 321,276 1,504 14,640 (16,144)(b) 321,276
Total current assets 16,829,448 322,582 653,042 1,291,176 (8,149,800) 10,946,448
Notes receivable from franchisees, less current
portion 20,000 20,000
Receivables from related parties, less current
portion 486,513 486,513
Deferred tax asset 118,505 118,505
Furniture and equipment, net 2,405,284 26,419 20,836 148,562 (20,836) 2,580,265
Other assets, net 1,091,944 11,275 11,425 5,685,319 (a) 6,799,963
Total assets 20,951,694 349,001 685,153 1,451,163 (2,485,317) 20,951,694
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and other accrued liabilities 673,332 3,210 114,093 77,276 (194,579)(b) 673,332
Accrued payroll costs 1,457,901 217,045 93,438 102,140 (412,623)(b) 1,457,901
Current portion of notes payable and capital
lease obligations 208,072 30,000 187,047 (217,047)(b) 208,072
Deferred income 80,969 72,452 (165,969)(b) (12,548)
Current portion of payables to related parties 23,000 1,979 (1,979)(b) 23,000
Income taxes payable 572,546 7,000 (7,000)(b) 572,546
Total current liabilities 2,934,851 250,255 477,526 258,868 (999,197) 2,922,303
Notes payable and capital lease obligations 494,485 494,485
Payables to related parties, less current portion 5,993 5,993
Other long-term liabilities 592,105 592,105
Total liabilities 4,027,434 250,255 477,526 258,868 (999,197) 4,014,886
Commitments and contingencies
Stockholders' Equity:
Preferred stock
Common stock 49,831 0 100 (100)(b) 49,831
Additional paid-in capital 13,222,246 4,902 2,000 (6,902)(b) 13,222,246
Stock subscriptions receivable (17,589) (17,589)
Retained earnings 4,594,740 98,746 202,625 1,190,295 (1,479,118)(b) 4,607,288
Less: reacquired stock at cost (924,968) (924,968)
Total stockholders' equity 16,924,260 98,746 207,627 1,192,295 (1,486,120) 16,936,808
Total liabilities and stockholders' equity 20,951,694 349,001 685,153 1,451,163 (2,485,317) 20,951,694
</TABLE>
13
<PAGE> 13
ROMAC INTERNATIONAL, INC.
NOTES TO UNAUDITED PROFORMA COMBINED BALANCE SHEET
BALANCE SHEET ADJUSTMENT-The following pro forma adjustments were made:
(a) To reflect purchase accounting adjustments for the allocation of
purchase price and to reflect the use of cash for the acquisition:
<TABLE>
<S> <C> <C>
Venture Networks-all assets except cash and accounts
receivable for $1,100,000 $1,073,581
PCS-all intangible assets for $2,283,000 2,283,000
Less: PCS other assets not acquired (11,275) 2,271,725
--------- ----------
Strategic Outsourcing, Inc.-Intangible Assets and
Net Fixed Assets 2,500,000
Purchase Price allocated to Tangible Assets (159,987) $2,340,013
--------- ----------
$5,685,319
==========
</TABLE>
(b) To adjust for assets and liabilities not acquired from Venture Networks
PCS and Strategic Outsourcing acquisitions.
14
<PAGE> 14
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL
-----------------------------------------------------
ROMAC VENTURE PCS STRATEGIC PRO FORMA
INTERNATIONAL NETWORKS GROUP OUTSOURCING ADJUSTMENTS PRO FORMA
------------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net service
revenues............ $ 45,654,862 $2,112,322 $3,583,233 $ 7,134,637 $58,485,054
Direct Cost of
Services............ 25,460,019 753,031 2,355,382 3,538,338 32,106,770
------------- ---------- ---------- ----------- -----------
Gross
Profit.............. 20,194,843 1,359,291 1,227,851 3,596,299 26,378,284
Selling, general and
administrative
expenses............ 15,231,842 1,170,532 868,095 3,115,000 $(500,000)(a) 19,885,469
Depreciation and
amortization
expense............. 511,961 9,130 13,334 67,213 423,600(b) 1,025,238
Other (income)
expenses:
Dividend and
interest
(income)......... (213,936) 201,300(c) (12,636)
Interest expense.... 133,033 3,240 2,251 1,696 140,220
Other (income)
expense, net..... (489,350) (2,298) (3,603) (495,251)
------------- ---------- ---------- ----------- ----------- -----------
Income
before
income
taxes..... 5,021,293 176,389 346,469 415,993 (124,900) 5,835,244
Provision for income
taxes............... 2,008,497 -- -- 7,000 318,600(d) 2,334,097
------------- ---------- ---------- ----------- ----------- -----------
Net
income.... $ 3,012,796 $ 176,389 $ 346,469 $ 408,993 $(443,500) $ 3,501,147
========== ========= ========= ========= ========= ==========
Net income per
share............... $ 0.82
==========
Weighted average
shares
outstanding......... 4,243,927
</TABLE>
See Notes to the Unaudited Pro Forma Consolidated Statements of Income.
15
<PAGE> 15
ROMAC INTERNATIONAL, INC.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
Basis of Recording the Transactions. The accompanying pro forma consolidated
income statement for the year ended December 31, 1995 has been prepared to
reflect the operations of the Company as if the following had occurred on
January 1, 1995: (i) the acquisition of Venture Networks Corporation, Inc.;
(ii) the acquisition of PCS Group, Inc.; and (iii) the acquisition of Strategic
Outsourcing, Inc.
Statements of Income Adjustments. The following pro forma adjustments were
made to the historical statements of the Company.
(a) This adjustment relates to non-recurring selling, general and
administrative expenses primarily due to eliminated employee salaries and
related benefits of $330,000; third party accounts receivable processing fees of
approximately $101,000; legal fees related to a liability not assumed in the
acquisition of $30,000; rent expense of $20,000; and related party expenses of
$19,000.
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Venture Networks............................. $ --
PCS.......................................... (200,000)
Strategic Outsourcing........................ (300,000)
-----------------
Total.............................. $(500,000)
=================
</TABLE>
(b) This adjustment reflects the increase in amortization expense related
to the goodwill and other intangible assets recorded under the purchase method
of accounting for the following acquisitions:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Venture Networks............................. $ 84,900
PCS.......................................... 181,400
Strategic Outsourcing........................ 157,300
-----------------
Total.............................. $423,600
=================
</TABLE>
(c) This adjustment reflects the decrease in dividend and interest income
as investments were used to finance the acquisitions. The weighted average
interest rate for 1995 for the Company was 5.95%.
(d) This adjustment reflects the increase to income tax expense based on
the pro forma adjustments to income before provision for income taxes and as if
Venture Networks, PCS and Strategic Outsourcing were taxable as C corporations
based on the Company's effective tax rate of approximately 40%.
16
<PAGE> 16
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
23.1 Consent of Robert J. Dennehy
<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use of my report dated May 8, 1996 in the Form 8-K/A
Current Report of Romac International, Inc. dated May 9, 1996 to be filed with
the U.S. Securities and Exchange Commission.
/s/ Robert J. Dennehy
- ---------------------
ROBERT J. DENNEHY
Medfield, Massachusetts
May 9, 1996
