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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):June 18, 1996
ROMAC INTERNATIONAL, INC
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(Exact name of registrant as specified in its charter)
Florida 0-26058 59-3264661
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
120 West Hyde Park Place, Suite 200, Tampa, Florida 33606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813)-258-8855
N/A
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(Former name or former address, if changed since last report)
2
Item 7. Financial Statements and Exhibits
Romac International, Inc. hereby amends its current report on Form 8-K dated
June 18, 1996 (filed on July 2, 1996) to include the financial statements and
exhibits referenced below.
(a) Financial Statements of Business Acquired. Page
----
Report of Independent Certified Public Accountant on the Financial Statements 5
Balance Sheets as of December 31, 1995 and 1994 6
Statements of Operations and Retained Earnings for Years Ended December 31, 1995 and 1994 7
Statements of Cash Flow for Years Ended December 31, 1995 and 1994 8
Notes to Financial Statements 9
b) Pro Forma Financial Information
Introduction to Unaudited Pro Forma Consolidated Financial Information 14
Notes to the Unaudited Pro Forma Consolidated Statements of Operations 18
Pro Forma Consolidated Statement of Operations for the years ended
December 31, 1995 (unaudited) 16
Pro Forma Consolidated Statement of Operations for the six months ended
June 30, 1996 (unaudited) 17
(c) Exhibits.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly cause 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
Secretary and Treasurer
Date: September 3, 1996
4
BAYSHARE, INC.
FINANCIAL STATEMENTS
December 31, 1995 and 1994
5
Report of Independent Certified Public Accountant
To the Shareholders of
Bayshare, Inc
In our opinion, the accompanying balance sheets and the related statements of
operations and retained earnings and of cash flows present fairly, in all
material respects, the financial position of Bayshare, Inc. (the "Company")
at December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe
our audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Tampa, Florida
July 18, 1996
6
BAYSHARE, INC.
BALANCE SHEETS
DECEMBER 31,
1995 1994
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Assets:
Current Assets:
Cash $ 30,034 $ 2,358
Trade receivables, net 907,725 466,896
Prepaid expenses and other current assets 17,983 15,873
----------- ----------
Total current assets $ 955,742 $ 485,127
Furniture and equipment, net 80,552 56,160
Other assets, net 13,461 10,224
----------- ----------
Total assets $ 1,049,755 $ 551,511
=========== ==========
Liabilities and Shareholders' Equity:
Current Liabilities:
Accounts payable and other accrued liabilities $ 242,899 $ 138,638
Accrued payroll costs 14,245 11,590
Line of credit 150,000 200,000
----------- ----------
Total current liabilities $ 407,144 $ 350,228
Deferred liability 112,750 20,750
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Total liabities $ 519,894 $ 370,978
Commitment and contingencies -- --
Shareholders' Equity:
Common stock, no par value; 1,000,000 shares authorized,
600,000 issued and outstanding -- --
Additional paid-in-capital 65,500 65,500
Retained earnings 464,361 115,033
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Total shareholders' equity $ 529,861 $ 180,533
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Total liabilities and shareholders' equity $ 1,049,755 $ 551,511
=========== ==========
The accompanying notes are an integral part
of these financial statements.
7
BAYSHARE, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------
1995 1994
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Net service revenues (note 3) $ 6,345,946 $ 2,482,866
Direct costs of service (note 3) 3,536,919 780,747
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Gross profit $ 2,809,027 $ 1,702,119
Selling, general and administrative expenses 2,409,342 1,675,589
Depreciation and amortization expense 32,709 17,348
Other (income) expense 17,648 6,420
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Net income $ 349,328 $ 2,762
Retained earnings:
Beginning of year 115,033 112,271
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End of year $ 464,361 $ 115,033
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The accompanying notes are an integral part
of these financial statements.
8
BAYSHARE, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------
1995 1994
----------- -----------
Cash flows from operating activities:
Net income $ 349,328 $ 2,762
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 32,709 17,348
Provision for doubtful accounts -- (30,395)
(Increase) decrease in operating assets:
Trade receivables, net (440,829) (175,527)
Prepaid expenses and other current assets (2,110) (15,873)
Other assets, net (4,108) (1,381)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities 104,261 86,644
Accrued payroll cost 2,655 43
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Cash (used in) provided by operating activities $ 41,906 $ (116,379)
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Cash flows from investing activities:
Capital expenditures (56,230) (59,086)
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Cash (used in) provided by investing activities $ (56,230) $ (59,086)
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Cash flows from financing activities:
Payments on line of credit (50,000)
Deferred liability 92,000 20,750
Proceeds from line of credit 100,000
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Cash provided by (used in) financing activities $ 42,000 $ 120,750
----------- ------------
Increase (Decrease) in cash 27,676 (54,715)
Cash at beginning of period 2,358 57,073
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Cash at end of period $ 30,034 $ 2,358
=========== ============
Supplemental Cash Flows Information:
Cash paid during the period for:
Interest $ 18,065 $ 8,163
The accompanying notes are an integral part
of these financial statements.
9
Bayshare, Inc.
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Organization
Bayshare, Inc., (the "Company") was incorporated in 1991 for the purpose of
providing permanent and temporary speciality staffing services primarily in
the field of accounting. The Company provided these services under
franchise and license agreements with Romac International, Inc. ("Romac").
See Note 3. The Company serves primarily the San Francisco, California
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 double-decling
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 temporary personnel based on hours worked
by assigned personnel on a weekly basis. Search revenues are recognized in
contingency search engagements upon the successful completion of the
assignment. In a retained search engagement, the inital retainer is
recognized upon execution of the agreeement, with the balance recognized on
completion of the search.
For the first nine months of 1994, Bayshare operated under a franchise
relationship for its search operation and a licensee relationship for its
temporary operation. Under the license agreement, Bayshare earned license
income as a percentage of the gross profit generated by the temporary
operation. This income was included in net service revenues. See note 3.
Income Taxes
The company elected to be taxed under the S Corporation provisions of the
Internal Revenue Code which provide for the taxable income of the Company to
be included in the income tax return of the individual shareholder.
Accordingly, there is no provision for income taxes included in the operating
results for the Company.
10
Bayshare, Inc.
Notes to Financial Statements
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. The fair values of cash, accounts receivable, accounts
payable and line of credit approximate the carrying values of these financial
instruments.
3. Franchise/Licensee Operation
The Company operated its temporary staffing business under a license
agreement with Romac. Search operations are conducted under a franchise
agreement with Romac. Under these agreements the Company made royalty
payments (calculated for search as a percentage of revenue billed and for
temporary operations as a percentage of gross profit) to Romac. Effective
September 30, 1994, the Company amended its agreement with Romac which in
effect converted the license agreement to a franchise agreement.
Accordingly, the Company began recording gross revenues and expenses related
to these operations subsequent to September 30, 1994. Prior to the amended
agreement the Company recorded $472,560 in license income on $2,149,533 of
gross billings for the first nine months of 1994. This license income was
included in net service revenue. Total royalty payments to Romac were $49,621
and $219,977 in 1995 and 1994, respectively, and were included in Selling,
General, and Administrative expenses.
Under the amended agreement, Romac agreed to defer royalty payments for the
search operations and fixed the royalty payments for the period from
October 1, 1994 through December 31, 1999 at $400,000 plus a 15% per annum
factor. The Company is accruing this liability on a straight-line basis.
The related liability of $112,750 and $20,750 for the years ended
December 31, 1995 and 1994, respectively, is included in long-term
liabilities. The agreement also defines conditions for termination at the
Company's option, expiration of the agreement or purchase by the purchaser.
If the Company terminates the agreement or the agreement expires, the Company
is liable for the full amount of the agreed upon deferred royalties,
regardless of the date of termination. Should the franchisor elect to
purchase the Company's assets, the agreement defines the purchase price
formula, which amount shall not be less than $3 million.
11
Bayshare, Inc.
Notes to Financial Statements
4. Furniture and Equipment
Major classifications of furniture and equipment and related asset lives are
summarized as follows:
December 31,
1995 1994
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Furniture, fixtures and
equipment 7 years $ 76,403 $ 65,730
Computer equipment 5 years 122,828 77,272
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$ 199,231 $ 143,000
Less accumulated depreciation (118,679) ( 86,842)
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$ 80,552 $ 56,160
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5. Line of Credit
In 1994, the Company maintained a $325,000 bank line of credit agreement
under which $200,000 was outstanding at December 31, 1994. Interest was
payable at 1.5% over the bank's base rate. The rate at December 31, 1994
was 10.0%. This line was terminated in 1995 and replaced with the $500,000
line of credit with a different bank.
The Company maintains a $500,000 bank line of credit agreement under which
$150,000 was outstanding at December 31, 1995. Interest is payable at 1.5%
over the bank's base rate. The rate at December 31, 1995 on this facility
was 10.5%. The use of this line generally is restricted to the extent that
the Company is required to liquidate its indebtedness to the bank for 30
days each year. Under the line of credit agreement, the Company is subject
to various covenants including maintenance of certain net worth and current
ratios. The line is secured by the Company's assets and was personally
guaranteed by the owners of Bayshare.
12
Bayshare, Inc.
Notes to Financial Statements
6. Commitments and Contingencies
Operating Leases
Future minimum lease payments under operating leases are summarized as
follows:
Year Amount
---- --------
1996 $147,949
1997 146,699
1998 146,699
1999 251,206
Thereafter 125,087
Rental expense under all operating leases was $141,884 and $108,569 for
1995 and 1994, respectively.
7. Profit Sharing Plan
The Company adopted a defined contribution Profit Sharing Plan (the "Plan")
effective January 1, 1991. All employees of the Company who are credited
with at least 1,000 hours of service during the Company's fiscal year are
eligible to participate in the Plan. Following the first year of employment,
company contributions deposited into profit sharing acocunts for each
employee vest 20% for each year of service, and become fully vested after
six years of service or upon retirement, death, disability or termination of
the Plan. Benefits are generally payable following retirement, disability,
death, hardship, or termination of employment. During 1995 and 1994,
Company contributions to the Plan were $19,230 and $4,026, respectively.
This amount is included in selling, general, and administrative expenses.
As a result of the asset sale subsequent to year end (see Note 9),
management intends to terminate the Plan subsequent to payment of the
contribution for fiscal 1995.
8. Stock Option Plan
During 1991, the Company established an employee incentive stock option plan
which authorized the issuance of options to employees to purchase common
stock. The maximum number of shares of common stock that could be issued
under the plan could not exceed 66,666 options. During February 1991,
33,333 were granted at an option price of $1.00. No additional shares were
granted and no shares were exercised during 1995 or 1994. Subsequent to
year end (see Note 9), the options were exercised.
13
Bayshare, Inc.
Notes to Financial Statements
9. Subsequent Event
On June 18, 1996, the Company completed the sale of its intangible assets
to Romac International, Inc. The sale price, including a non-compete
agreement, is in excess of net book value of the assets acquired and is
subject to adjustment upon attainment of certain operating results.
14
ROMAC INTERNATIONAL, INC.
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial information for
the year ended December 31, 1995 and the six months ended June 30, 1996
have 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, Strategic Outsourcing, Inc. ("Strategic Outsourcing") in
March 1996, and Bayshare, Inc. ("Bayshare") in June 1996 had occured
effective January 1, 1995. As all four acquisitions occurred prior to
June 30, 1996, the pro forma consolidated balance sheet as of June 30, 1996
is not required.
Venture Acquisition
The acquisition was treated as a purchase for financial reporting purposes.
The Company acquired Venture 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 have 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 $2.2 million in cash and is
subject to an earn-out agreement wherein two times all earnings before
income taxes of PCS in excess in $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 have 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 agrement 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 the 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 have been invested in short-term
securities since August 1995.
14
Bayshare, Inc.
The acquisition was treated as a purchase for financial reporting purposes.
The Company acquired Bayshare for approximately $5.0 million in cash and is
subject to an earn-out agreement wherein 100% of earnings before income
taxes in excess of $1,220,000 for the years ended May 31, 1997, 1998, and
1999, shall be paid in the form of additional purchase price. The
transaction was financed by the proceeds of the Company's secondary public
offering.
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 transaction 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 seperate historical financial
statements of Romac International, Inc. and in conjunction with the related
assumptions and notes to these unaudited pro forma consolidated financial
statements.
15
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1995
(Unaudited)
Historical
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Romac Venture PCS SOI Bayshare ProForma ProForma
Int'l Networks Group Inc. Adjustments
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net service revenues $45,654,862 $ 2,112,322 $ 3,583,233 $ 7,134,637 $ 6,345,946 $64,831,000
Direct cost of services 25,460,019 753,031 2,355,382 3,538,338 3,536,919 35,643,689
----------- ----------- ----------- ----------- ----------- -----------
Gross profit $20,194,843 $ 1,359,291 $ 1,227,851 $ 3,596,299 $ 2,809,027 $29,187,311
Selling, general, and
administrative 15,231,842 1,170,532 868,095 3,115,000 2,409,342 (733,048)(a) 22,061,763
Depreciation and
amortization expense 511,961 9,130 13,334 67,213 32,709 756,933 (b) 1,391,280
Other (income) expense:
Dividend and interest
(income) (213,936) (417) 201,300 (c) (13,053)
Interest expense 133,033 3,240 2,251 1,696 18,065 158,285
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 $ 349,328 $ (225,185) $ 6,084,287
Provision for income
taxes 2,008,497 7,000 418,219 (d) 2,433,716
----------- ----------- ----------- ----------- ----------- ------------ -----------
Net income $ 3,012,796 $ 176,389 $ 346,469 $ 408,993 $ 349,328 $ (643,404) $ 3,650,571
=========== =========== =========== =========== =========== ============ ===========
Net income per share (f) $ 0.43
===========
Weighted average shares outstanding (f) 8,487,854
See Notes to the Unaudited Pro Forma Consolidated Statements of Operations.
16
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 1996
(Unaudited)
Historical
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Romac Venture PCS SOI (e) Bayshare ProForma ProForma
Int'l Networks (e) Group (e) Inc.(e) Adjustments
----------- ----------- ----------- ----------- ------------ ------------ -----------
Net service revenues $38,354,762 $ 296,830 $ 1,200,976 $ 4,122,494 $43,975,062
Direct cost of services 21,747,558 216,855 670,892 2,067,697 24,703,002
----------- ----------- ----------- ------------ -----------
Gross profit $16,607,204 $ 79,975 $ 530,084 $ 2,054,797 $19,272,060
Selling, general, and
administrative 12,454,721 54,402 486,779 1,832,760 (583,332)(a) 14,245,330
Depreciation and
amortization expense 775,224 1,026 13,196 181,783 (b) 971,229
Other (income) expense:
Dividend and interest
(income)
Interest expense
Other (income)
expense, net (462,805) (1,469) 6,634 (c) (457,640)
----------- ------------ ---------- ----------- ---------- -----------
Income before
income taxes $ 3,840,064 $ 24,547 $ 44,774 $ 202,207 $ 401,549 $ 4,513,141
Provision for
income taxes 1,527,095 278,161 (d) 1,805,256
----------- ------------ ---------- ----------- ---------- -----------
Net income $ 2,312,969 $ 24,547 $ 44,774 $ 202,207 $ 123,388 $ 2,707,885
=========== ============ ========== =========== ========== ===========
Net income per share-primary (f) $ 0.25
===========
Weighted average shares outstanding-primary (f) 10,759,888
Net income per share-fully diluted (f) $ 0.25
===========
Weighted average shares outstanding-fully diluted (f) 10,822,364
See Notes to the Unaudited Pro Forma Consolidated Statements of Operations.
17
ROMAC INTERNATIONAL, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
Basis of Recording the Transactions. The accompanying pro forma consolidated
statements of operations for the year ended December 31, 1995 and the six
months ended June 30, 1996 have 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.; (iii) the acquisition of Strategic Outsourcing, Inc. and
(iv) the acquisition of Bayshare, 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 expense primarily due to eliminated salaries and related
benefits of $563,000; third party accounts receivable processing fees of
approximately $101,000; legal fees related to a liability no assumed in the
acquisition of $30,000; rent expense of $20,000; and related party expenses
of $19,000. For the six months ended June 30, 1996, the adjustments relate
primarily to salaries and related benefits.
For the Year Ended For the Six Months
December 31, 1995 Ended June 30, 1996
Venture Networks $ --- $ ---
PCS (200,000) (16,667)
Strategic Outsourcing (300,000) (50,000)
Bayshare (233,048) (516,665)
--------- --------
Total $(733,048) $(583,332)
========= =========
(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:
For the Year Ended For the Six Months
December 31, 1995 Ended June 30, 1996
Venture Networks $ 84,900 $ ---
PCS 181,400 15,117
Strategic Outsourcing 157,300 29,775
Bayshare 333,333 136,891
--------- --------
Total $ 756,933 $ 181,783
========= =========
(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 upon
the pro forma adjustments to income before provision for income taxes and as
if Venture Networks, PCS, Strategic Outsourcing, and Bayshare were taxable
as C corporations based on the Company's effective tax rate of approximately
40%.
(e) Represents operations prior to effective date of acquisition.
(f) As adjusted for a two for one stock split in the form of a 100% stock
dividend effective May 15, 1996.