SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
Commission file number 0-23940
ALTERNATIVE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-2791069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Tri-State International, Suite 300, Lincolnshire, IL 60069
-------------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(847) 317-1000
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
15,712,356 shares of Common Stock outstanding as of August 1, 1997.
Page 1
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
ALTERNATIVE RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
December 31, June 30,
1996 1997
------------ ----------
(Unaudited)
Current assets:
Cash and cash equivalents $ 2,310 $ 5,971
Short-term investments 20,868 19,425
Trade accounts receivable, net of allowance for doubtful accounts 33,207 40,295
Prepaid expenses 455 699
Other receivables 3,363 1,713
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Total current assets 60,203 68,103
---------- ---------
Property and equipment:
Office equipment 3,103 4,150
Furniture and fixtures 1,427 1,652
Software 420 926
Leasehold improvements 307 319
---------- ---------
5,257 7,047
---------- ---------
Less accumulated depreciation and amortization (2,377) (3,142)
---------- ---------
Net property and equipment 2,880 3,905
---------- ---------
Other assets:
Long-term investments 1,026 1,353
Other assets 294 299
---------- ---------
Total other assets 1,320 1,652
---------- ---------
Total assets $ 64,403 $ 73,660
---------- ---------
---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 324 $ 329
Payroll and related expenses 5,969 8,844
Accrued expenses 1,632 1,135
Income taxes payable 466 927
---------- ---------
Total current liabilities 8,391 11,235
Deferred rent payable 345 279
---------- ---------
Total liabilities 8,736 11,514
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, 15,651,391 and 15,711,018
shares issued and outstanding at December 31, 1996 and June 30, 1997, respectively 157 157
Additional paid-in capital 23,003 23,111
Unrealized loss on available-for-sale securities (28) (24)
Cumulative translation adjustment 43 41
Retained earnings 32,492 38,861
---------- ---------
Total stockholders' equity 55,667 62,146
---------- ---------
Total liabilities and stockholders' equity $ 64,403 $ 73,660
---------- ---------
---------- ---------
See accompanying Notes to Consolidated Financial Statements
Page 2
ALTERNATIVE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ----------------
1996 1997 1996 1997
------- ------- ------- ------
(Unaudited) (Unaudited)
Revenue $48,674 $62,803 $94,508 $120,561
Cost of services 30,049 40,939 59,118 79,287
------- ------- ------- -------
Gross profit 18,625 21,864 35,390 41,274
Selling, general and administrative expenses 13,035 16,277 25,424 31,481
------- ------- ------- -------
Income from operations 5,590 5,587 9,966 9,793
Other income, net 243 307 502 724
------- ------- ------- -------
Income before income taxes 5,833 5,894 10,468 10,517
Income taxes 2,438 2,299 4,375 4,148
------- ------- ------- -------
Net income $3,395 $3,595 $6,093 $6,369
------- ------- ------- -------
------- ------- ------- -------
Net earnings per share amounts:
Primary $0.21 $0.23 $0.38 $0.40
------- ------- ------- -------
------- ------- ------- -------
Fully diluted $0.21 $0.23 $0.38 $0.40
------- ------- ------- -------
------- ------- ------- -------
Weighted average common and common
equivalent shares outstanding:
Primary 16,315 15,834 16,117 15,830
------- ------- ------- -------
------- ------- ------- -------
Fully diluted 16,318 15,842 16,204 15,841
------- ------- ------- -------
------- ------- ------- -------
See accompanying Notes to Consolidated Financial Statements
Page 3
ALTERNATIVE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
---------------------
1996 1997
------ -------
(Unaudited)
Cash flows from operating activities:
Net income $ 6,093 $ 6,369
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 360 766
Allowance for doubtful accounts, net 28 110
Change in assets and liabilities:
Trade accounts receivable (2,700) (7,198)
Prepaid expenses (62) (244)
Other receivables (842) 1,650
Other assets 22 (8)
Accounts payable (40) 5
Payroll and related expenses 1,692 2,875
Accrued expenses 344 (497)
Income taxes payable (418) 461
Deferred rent payable 30 (66)
------ -------
Net cash provided by operating activities 4,507 4,223
------ -------
Cash flows from investing activities:
Purchases of property and equipment (822) (1,790)
Purchases of available-for-sale securities (12,271) (12,205)
Redemption of available-for-sale securities -- 10,890
Redemption of held-to-maturity securities 6,406 2,435
------ -------
Net cash used in investing activities (6,687) (670)
------ -------
Cash flows from financing activities:
Payments received on stock options exercised 1,886 218
Repurchase of common stock (724) (736)
Issuance of common stock under employee stock purchase plan 615 626
------ -------
Net cash provided by financing activities 1,777 108
------ -------
Net increase (decrease) in cash and cash equivalents (403) 3,661
Cash and cash equivalents at beginning of period 4,639 2,310
------ -------
Cash and cash equivalents at end of period $ 4,236 $ 5,971
------ -------
------ -------
Supplemental disclosures:
Cash paid for income taxes $ 5,237 $ 2,056
See accompanying Notes to Consolidated Financial Statements
Page 4
ALTERNATIVE RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
1. BASIS OF PRESENTATION
The interim consolidated financial statements presented are unaudited, but
in the opinion of management, have been prepared in conformity with generally
accepted accounting principles applied on a basis consistent with those of the
annual financial statements. Such interim consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) necessary for
a fair presentation of the financial position and the results of operations for
the interim periods presented. The results of operations for the interim
periods presented are not necessarily indicative of the results to be expected
for the year ending December 31, 1997. The interim consolidated financial
statements should be read in connection with the audited consolidated financial
statements for the year ended December 31, 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The operations of Alternative Resources
Corporation (the "Company") are conducted through a parent holding company and
two 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.
COMPUTATION OF EARNINGS PER SHARE. Earnings per common and common
equivalent share is based on the average number of common shares and dilutive
common share equivalents outstanding for the three month and six month periods
ended June 30, 1996 and 1997. The amount of dilution is computed using the
treasury stock method.
INVESTMENT SECURITIES. The Company classifies all investment securities
held as of December 31, 1995 as "held-to-maturity" securities under the
provisions of Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". As held-to-maturity
securities mature, the proceeds of such securities are reinvested in "available-
for-sale" securities. The Company reports available-for-sale securities at fair
value, with unrealized gains and losses excluded from earnings and reported as a
separate component of stockholders' equity.
RECLASSIFICATION. Certain 1996 amounts have been reclassified to conform
with the 1997 presentation.
Page 5
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
The Company has experienced substantial growth in revenue driven by
industry trends toward component-based outsourcing of Information Services
operations, increased penetration of existing clients, expansion into new
markets, increased productivity of existing branch offices, the opening of new
branch offices and the introduction of new services. Essentially all of the
Company's revenue is generated from technical resource services that offer the
benefits of outsourcing, while allowing Information Services operations managers
to retain strategic control of their operations.
The Company continues to adapt its business to a more solution-based
model. This is being accomplished through the Company's Smartsourcing-Registered
Trademark- Solutions service offering and to a lesser extent, through recently
formed alliances with leading technology providers.
Smartsourcing-Registered Trademark- Solutions are becoming a more
significant part of the Company's revenue base. Under a Smartsourcing-
Registered Trademark- arrangement, wherein the Company may take over an entire
portion of a client's Information Technology (IT) operations, the Company may
provide for flexibility in invoicing arrangements other than more traditional
hourly billing. Such arrangements may include fixed price or per unit billing,
as well as commitments made by the Company to meet specific service levels.
Management believes that Smartsourcing-Registered Trademark- revenue is an
important measure of clients' confidence and willingness to engage the Company
to provide more comprehensive IT staffing solutions.
During 1996, the Company embarked upon two significant initiatives, the
aforementioned Smartsourcing-Registered Trademark- Solutions service offering
and its General Business program. The General Business program, formerly known
as the Company's Middle Market program, is a sales initiative which targets
midsize customers in the $50 to $500 million revenue range. During the first
six months of 1997, the Company continued to invest in these key initiatives to
drive future growth.
The Company opened one new office in the three month period ended June 30,
1997, and six new offices in the first six months of 1997. As of June 30, 1997,
the Company had 57 offices in the United States and Canada, as compared to 47
offices at June 30, 1996.
Page 6
SECOND QUARTER FISCAL 1997 COMPARED TO SECOND QUARTER FISCAL 1996
REVENUE. Revenue increased by 29.0% from $48.7 million in the second
quarter of 1996 to $62.8 million in the second quarter of 1997, primarily as a
result of an increase in the hours of service provided and, to a lesser extent,
from an increase in the average revenue per project hour. The increase in hours
of service was primarily due to increased productivity of existing branch
offices and hours of service provided by new branch offices. The increase in
average revenue per project hour reflects demand for technical employees with
higher skill levels as well as the impact of a price increase in 1997.
GROSS PROFIT. Gross profit increased by 17.4% from $18.6 million in the
second quarter of 1996 to $21.9 million in the second quarter of 1997, again
primarily as a result of an increase in hours of service provided to clients.
Gross margin decreased from 38.3% of revenue in the second quarter of 1996 to
34.8% in the second quarter of 1997. During the second quarter of 1997, the
Company's gross margin was impacted primarily by more favorable pricing to some
of its larger accounts. The Company offers its largest clients volume discounts
from list prices in order to encourage increased and continued usage of Company
services. The Company believes these discounts have contributed significantly
to its revenue growth. In addition, the Company believes its larger account
relationships remain integral to its effort to sell value-added services and
develop new customer relationships.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $13.0 million in the second quarter of
1996 to $16.3 million in the second quarter of 1997, primarily due to increased
commissions, bonuses and staffing expenses associated with revenue and
profitability growth, expenses associated with the General Business initiative,
investment in the infrastructure to support sales and delivery components of the
Smartsourcing-Registered Trademark- Solutions program and an increased number of
offices and their related operating costs. Selling, general and administrative
expenses decreased as a percentage of revenue from 26.8% in the second quarter
of 1996 to 25.9% in the second quarter of 1997, as these expenses are leveraged
over an expanding revenue base. A portion of the revenue growth is attributed
to the Smartsourcing-Registered Trademark- and General Business initiatives.
INCOME FROM OPERATIONS. Income from operations was $5.6 million in the
second quarter of 1996 and 1997, or 11.5% and 8.9% of total revenue,
respectively.
PROVISION FOR INCOME TAXES. The Company's provision for income taxes
decreased from $2.4 million, or an effective tax rate of 41.8%, in the second
quarter of 1996 to $2.3 million, an effective tax rate of 39.0%, in the second
quarter of 1997. The decrease in the effective tax rate is the result of a tax
planning initiative implemented in 1996.
Page 7
NET INCOME. The Company's net income increased from $3.4 million in the
second quarter of 1996, or 7.0% of total revenue, to $3.6 million in the second
quarter of 1997, or 5.7% of total revenue.
FIRST SIX MONTHS FISCAL 1997 COMPARED TO FIRST SIX MONTHS FISCAL 1996
REVENUE. Revenue increased by 27.6% from $94.5 million in the first six
months of 1996 to $120.6 million in the first six months of 1997, primarily as a
result of an increase in the hours of service provided and, to a lesser extent,
from an increase in the average revenue per project hour. The increase in hours
of service was primarily due to increased productivity of existing branch
offices and hours of service provided by new branch offices. The increase in
average revenue per project hour reflects demand for technical employees with
higher skill levels as well as the impact of a price increase in 1997.
GROSS PROFIT. Gross profit increased by 16.6% from $35.4 million in the
first six months of 1996 to $41.3 million in the first six months of 1997, again
primarily as a result of an increase in hours of service provided to clients.
Gross margin decreased from 37.4% of revenue in the first six months of 1996 to
34.2% in the first six months of 1997. During the first six months of 1997, the
Company's gross margin was impacted primarily by more favorable pricing to some
of its larger accounts. The Company offers its largest clients volume discounts
from list prices in order to encourage increased and continued usage of Company
services. The Company believes these discounts have contributed significantly
to its revenue growth. In addition, the Company believes its larger account
relationships remain integral to its effort to sell value-added services and
develop new customer relationships.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased from $25.4 million in the first six months of
1996 to $31.5 million in the first six months of 1997, primarily due to
increased commissions, bonuses and staffing expenses associated with revenue and
profitability growth, expenses associated with the General Business initiative,
investment in the infrastructure to support sales and delivery components of the
Smartsourcing-Registered Trademark- Solutions program and an increased number of
offices and their related operating costs. Selling, general and administrative
expenses decreased as a percentage of revenue from 26.9% in the first six months
of 1996 to 26.1% in the first six months of 1997, as these expenses are
leveraged over an expanding revenue base. A portion of the revenue growth is
attributed to the Smartsourcing-Registered Trademark- and General Business
initiatives.
INCOME FROM OPERATIONS. Income from operations decreased from $10.0
million in the first six months of 1996, or 10.5% of total revenue, to $9.8
million in the first six months of 1997, or 8.1% of total revenue.
Page 8
PROVISION FOR INCOME TAXES. The Company's provision for income taxes
decreased from $4.4 million, or an effective tax rate of 41.8%, in the first six
months of 1996 to $4.1 million, an effective tax rate of 39.4%, in the first six
months of 1997. The decrease in the effective tax rate is the result of a tax
planning initiative implemented in 1996.
NET INCOME. The Company's net income increased from $6.1 million in the
first six months of 1996, or 6.4% of total revenue, to $6.4 million in the first
six months of 1997, or 5.3% of total revenue.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1997, cash flow generated from operations
was $4.2 million resulting primarily from earnings, increased accrued payroll
expenses, and decreases in other receivables partially offset by a significant
increase in accounts receivable. The increase in accounts receivable reflects
the increased volume of business and the increased number of clients requesting
monthly instead of weekly billing during 1997. Working capital increased from
$51.8 million at December 31, 1996, to $56.9 million at June 30, 1997.
The Board of Directors has authorized the repurchase, of up to the
lesser of 300,000 shares or $5,000,000, of its common shares. The repurchase
of common shares is to offset the dilutive effect of the Company's stock
option grants to employees. Shares will be purchased from time to time,
depending on market conditions and other factors, at the then-prevailing
market prices.
The Company believes its cash balances and funds provided by operations
will be sufficient to finance continued expansion of its office network and to
meet all of its anticipated cash requirements for at least the next twelve
months.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 128, "Earnings per Share,"
was issued in February 1997. The Company is required to adopt the new standard
for periods ending after December 15, 1997. All prior period earnings per share
data presented must be restated after adoption. The standard establishes new
methods for computing and presenting earnings per share and replaces the
presentation of primary and fully-diluted earnings per share with basic and
diluted earnings per share.
Page 9
PART II - OTHER INFORMATION
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of Alternatives Resources
Corporation was held on April 29, 1997.
(b) The individuals specified in (c) below were elected as directors at
the meeting and the terms of office of JoAnne Brandes, Michael E.
Harris, Robert V. Carlson, Larry I. Kane and Bruce R. Smith as
directors continued after the meeting.
(c) Set forth below is the tabulation of the votes with respect to the
election of Raymond R. Hipp, A. Donald Rully and Richard Williams as
Class III Directors.
Withhold
Director For Authority
---------------- ----------- --------------
Raymond R. Hipp 13,140,820 424,012
A. Donald Rully 13,139,496 425,336
Richard Williams 13,140,589 424,243
Set forth below is the tabulation of the votes on approval of an
amendment to the Company's Amended and Restated Incentive Stock
Option Plan increasing the number of shares of common stock
available for grant thereunder by 736,000 shares to a total of
4,000,000.
Broker
For Against Abstain Nonvotes
---------- -------- -------- --------
11,367,446 2,088,435 35,232 73,228
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are furnished as an exhibit and numbered
pursuant to Item 601 of Regulation S-K:
Exhibit Number Description
-------------- ------------
10 Amended and Restated Incentive Stock Option Plan
27 Financial Data Schedule
(b) The registrant was not required to file any reports on Form 8-K for
the quarter.
Page 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALTERNATIVE RESOURCES CORPORATION
Date: August 12, 1997 /s/ Bradley K. Lamers
_______________________________
Bradley K. Lamers
Vice President, Chief Financial Officer,
Secretary, and Treasurer
Page 11
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
10 Amended and Restated Incentive
Stock Option Plan
27 Financial Data Schedule